As filed with the Securities and Exchange Commission on March 30, 1999

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)
    [ X ]     Annual Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 [Fee Required]
                   For the fiscal year ended December 31, 1998

                                       or

    [   ]   Transition Report Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 [No Fee Required]

             For the Transition Period From __________ to __________

                          Commission File Number 0-9667
                             BULL & BEAR GROUP, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         13-1897916
(State of incorporation)                    (I.R.S. Employer Identification No.)

11 Hanover Square, New York, New York                       10005
   (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:     (212) 785-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
        None                                             None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share
----------------------------------------------
        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

        No voting stock was held by non-affiliates of the registrant as of March
15, 1999.

        The number of shares outstanding of each of the registrant's  classes of
common stock, as of March 15, 1999:

Class A Non-Voting Common Stock, par value $.01 per share - 1,635,017 shares
Class B Voting Common Stock, par value $.01 per share - 20,000
<PAGE>

                                     PART I

ITEM                                                                        PAGE

 1.   Business ............................................................   2

 2.   Properties ..........................................................   6

 3.   Legal Proceedings ...................................................   7


                               PART II

 4.   Submission of Matters to a Vote of Security Holder ..................   8

 5.   Market for Company's Common Equity and Related Stockholder Matters ..   8

 6.   Selected Financial Data .............................................   8

 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations .......................................  10

 8.   Financial Statements and Supplementary Data .........................  12

 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure .............................  29


                                    PART III

10.   Directors and Executive Officers ....................................  30

11.   Executive Compensation ..............................................  32

12.   Security Ownership of Certain Beneficial Owners and Management ......  38

13.   Certain Relationships and Related Transactions ......................  38


                                     PART IV

14.   Exhibits, Consolidated Financial Statements and Schedules,
          and Reports on Form 8-K .........................................  39

<PAGE>

                                     PART I


ITEM 1.        BUSINESS

        Bull & Bear Group,  Inc., a Delaware corporation (the  "Company"),  is a
holding company with seven principal  subsidiaries:  Bull & Bear Advisers,  Inc.
("BBAI"), Bull & Bear Securities,  Inc. ("BBSI"),  Investor Service Center, Inc.
("ISC"), Midas Management Corporation ("MMC"),  Rockwood Advisers, Inc. ("RAI"),
Performance  Properties,  Inc.  ("Performance  Properties")  and Hanover  Direct
Advertising Company, Inc. ("Hanover Direct").

        On December 17, 1998, the Company signed an agreement with Royal Bank of
Canada to sell the outstanding  stock of BBSI (the "BBSI sale").  The BBSI sale,
which is subject to the  approval of  regulatory  authorities  in Canada and the
United States and other conditions,  is valued at approximately $6 million.  The
BBSI sale is expected to close in the first quarter of 1999. In connection  with
the BBSI sale, the rights to the name "Bull & Bear" will be transferred to Royal
Bank  of  Canada,   and  the  Company  and  certain  of  its  subsidiaries  will
subsequently change their names.

        BBAI, MMC and RAI act as investment  managers to open-end and closed-end
management  investment  companies (the "Funds")  registered under the Investment
Company Act of 1940 (the  "Act").  The open-end  Funds are:  Bull & Bear Special
Equities  Fund,  Inc.;  Bull & Bear Gold  Investors  Ltd.;  Bull & Bear U.S. and
Overseas  Fund, a series of shares  issued by Bull & Bear Funds I, Inc.;  Bull &
Bear Dollar  Reserves,  a series of shares of Bull & Bear Funds II, Inc.;  Midas
Fund,  Inc.; and Rockwood Fund,  Inc. The  closed-end  funds are:  Global Income
Fund,  Inc.,  Bull & Bear  U.S.  Government  Securities  Fund,  Inc.  and  Tuxis
Corporation.

        BBSI was organized in 1984 to operate a discount brokerage service. BBSI
has access to every major U.S.  stock,  option and bond  exchange as well as the
over-the-counter  market.  Investors  may use the  discount  brokerage  services
provided by BBSI to trade stocks,  bonds and options at  substantial  commission
discounts from full cost rates,  access their  investment in any of the Funds to
pay for securities  purchased,  or invest proceeds of sales of securities in the
Funds. BBSI is registered with the Securities and Exchange Commission ("SEC") as
a  broker/dealer  and is a member  of the  National  Association  of  Securities
Dealers, Inc. ("NASD") and Securities Investor Protection Corporation ("SIPC").

        ISC  was  organized  in  1985  and  is  registered  with  the  SEC  as a
broker/dealer and is a member of the NASD. ISC acts as the principal distributor
for the open-end Funds.

        Performance Properties was organized in 1994 to invest in real estate.

        Hanover Direct was organized in 1988 and acts as an advertising  agency,
which places advertising for ISC on behalf of the Funds and for BBSI. Currently,
the commission  revenue generated by Hanover Direct from ISC and BBSI represents
a recapture of sums paid for advertising  and,  rather than  additional  income,
represents a reduction in  advertising  expense of ISC and BBSI.  Hanover Direct
has not performed any work for unaffiliated clients.

        The Company has granted the Funds and its  subsidiaries a  non-exclusive
license to use certain  service marks owned by the Company,  under certain terms
and  conditions  on a royalty free basis.  Such license may be withdrawn  from a
Fund in the event the investment  manager of the Fund is not a subsidiary of the
Company or in other cases, at the discretion of the Company.


                                                                              2
<PAGE>

Investment Management Business
        The Company is engaged,  through its  subsidiaries,  in the  business of
managing  investment  companies  registered  under the Act.  The Funds and their
respective net assets as of December 31, 1998 were as follows:

            Bull & Bear Dollar Reserves                            $  65,535,000
            Global Income Fund, Inc.                                  30,100,000
            Bull & Bear Gold Investors Ltd.                            6,293,000
            Tuxis Corporation                                         12,512,000
            Bull & Bear Special Equities Fund, Inc.                   36,807,000
            Bull & Bear U.S. and Overseas Fund                         7,340,000
            Bull & Bear U.S. Government Securities Fund, Inc.         10,921,000
            Midas Fund, Inc.                                          87,841,000
            Rockwood Fund, Inc.                                          548,000
                                                                  --------------
                    TOTAL NET ASSETS                                $257,897,000
                                                                  ==============

        The fund management  industry along with the entire  financial  services
sector of the economy has been rapidly  changing to meet the increasing needs of
investors.  Competition  for management of financial  resources has increased as
banks,  insurance  companies and  broker/dealers  have  introduced  products and
services  traditionally offered by independent fund management companies.  There
are also many fund management groups with  substantially more resources than the
Company.  While the Company's  business is not  seasonal,  it is affected by the
financial markets, which in turn, are dependent upon current and future economic
conditions.

        Drastic  material  declines  in  the  securities   markets  can  have  a
significant effect on the Company's business.  Volatile stock markets may affect
management and distribution  fees earned by the Company's  subsidiaries.  If the
market value of securities owned by the Funds declines,  assets under management
will decline and shareholder  redemptions  may occur,  either by transfer out of
the equity Funds and into the money market  Fund,  Bull & Bear Dollar  Reserves,
which has lower  management and distribution fee rates than the equity Funds, or
by redemptions  out of the Funds  entirely.  Lower asset levels in the Funds may
also cause or  increase  reimbursements  to the Funds  pursuant  to the  expense
limitations described below.

        In general,  investment  management  services  are rendered to the Funds
pursuant  to  written  contractual  agreements.  Such  agreements  relate to the
general  management of the affairs of each Fund, in addition to supervising  the
acquisition and sale of each Fund's  portfolio  investments.  As provided in the
agreements,  BBAI, MMC and RAI may receive  management fees ranging from 0.4% to
1.0% per annum of the Funds'  average  daily net assets.  The Act requires  that
such  contractual  agreements  be  initially  approved  by the  Funds'  Board of
Directors,  including a majority of all of the directors who are not "interested
persons"  (as  defined  in the  Act),  and  by the  vote  of a  majority  of the
outstanding shares of the Fund (as defined in the Act). Agreements, if approved,
may be for a term of up to two years, and thereafter  their  continuance must be
approved at least annually by a majority of the directors of the Fund, including
a majority of those directors of the Fund who are not "interested  persons",  or
by such a vote of  "disinterested"  directors  and the vote of a majority of the
outstanding shares of the Fund. In addition,  all such agreements are subject to
termination on 60 days' notice by majority vote of the Board of Directors or the
shareholders  and  are  subject  to  automatic   termination  in  the  event  of
assignment.  Depending on the assets of the Fund involved and other factors, the
termination of any of the agreements for investment  management services between
any of the Funds,  BBAI, MMC and RAI may have a serious  adverse impact upon the
Company.

                                                                              3
<PAGE>

        Pursuant to contracts  with these Funds,  BBAI, MMC and RAI are entitled
to  management  fees,  which  are  received  monthly  and are  based  on  annual
percentages  of the  average  daily or  average  weekly net assets of the Funds.
Under the  contracts,  BBAI, MMC and RAI are required to reimburse the Funds for
certain expenses to the extent that such expenses exceed limitations  prescribed
by any  state in which  shares of the Funds  are  qualified  for sale,  although
currently the Funds are not subject to any such limits.  In addition,  from time
to time BBAI, MMC and RAI may waive or reimburse  management  fees to increase a
Fund's performance. MMC has entered into a subadvisory agreement with respect to
Midas Fund,  Inc.  MMC,  not the  respective  Fund,  pays the  Subadviser,  Lion
Resource Management Limited, based upon the net fees, performance and net assets
of the Fund.

        Each of the open-end Funds has adopted a plan of  distribution  pursuant
to Rule 12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive
as compensation  amounts ranging from  one-quarter of one percent to one percent
per annum of the Funds'  average daily net assets for  distribution  and service
activities.  The service fee portion is intended to cover  services  provided to
shareholders  in the Funds and the  maintenance  of  shareholder  accounts.  The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

        Bull & Bear U.S.  Government  Securities  Fund, Tuxis  Corporation,  and
Global  Income  Fund each  converted  from an open-end  investment  company to a
closed-end investment company in October 1996, November 1996, and February 1997,
respectively,  pursuant to the vote of the Fund's shareowners. As a consequence,
their shares commenced  trading on the American Stock Exchange under the symbols
BBG, TUX and GIF, respectively.  Upon conversion, the Distribution,  12b-1 Plan,
and Shareholder  Administration  Agreements  between the respective Fund and ISC
were  terminated and  substantially  similar  Investment  Management  Agreements
between BBAI and each Fund were approved.

        The Act requires that a plan of  distribution  be initially  approved by
the Fund's Board of Directors, including a majority of the directors who are not
"interested  persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution  may be for a term of one year,  and thereafter it must be approved
at least  annually  by the entire  Board of  Directors  and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination  at any time by  majority  vote of the  disinterested  directors  or
shareholders.

        BBAI,  MMC and RAI are  registered  with the SEC as investment  advisers
under the Investment  Advisers Act of 1940. ISC is registered  with the SEC as a
broker/dealer  under the Securities  Exchange Act of 1934 and is a member of the
NASD.  The Funds are  registered  with the SEC under the Act. The  activities of
BBAI,  MMC and RAI and of the Funds are subject to regulation  under Federal and
state securities laws. The provisions of these laws, including those relating to
the contractual arrangements between the Funds and their investment manager, are
primarily  designed  to  protect  the  shareholders  of the  Funds  and  not the
shareholders of the Company.

DISCOUNT BROKERAGE BUSINESS
---------------------------
        BBSI, with access to every major U.S. stock, option and bond exchange as
well as the  over-the-counter  market,  provides discount  brokerage services to
investors   throughout  the  United  States  and  various   foreign   countries.
Substantial  commission  savings  off  full  service  rates  as well as  prompt,
courteous service and professional order execution are available to all accounts
regardless  of how often  trades  are made.  All  accounts  are  carried by U.S.
Clearing Corp.  ("USC"), a division of Fleet Securities,  Inc., a New York Stock
Exchange member firm. The SIPC, of which BBSI and USC are members, protects each
account against broker/dealer insolvency (not market losses) for up to $500,000,
of which $100,000 may be in cash. In addition, Aetna Casualty and Surety Company
protects each account for an additional $49,500,000 in securities value.

                                                                             4
<PAGE>


        Investors  may buy and sell  listed and NASDAQ  stocks for a flat $19.95
for up to 1,000 shares, $.02 per share thereafter,  through the internet at Bull
& Bear  Securities' web page,  ebullbear.com.  In addition to efficiency and low
commissions, ebullbear.com customers receive free investment information on over
6,000 companies,  plus quotes, charts, market averages, and free live market and
business  news through  Reuters,  one of the world's  leading news and financial
information  companies.   BBSI  customers  are  provided  with  free  investment
information from Standard & Poor's,  including the year-end Stock Guide,  Market
Month, Stock Reports, Stock Screens, Industry Reports, The Outlook, and Emerging
& Special Situations.

        In May of 1997,  BBSI became an  AAdvantage  Participant  with  American
Airlines  whereby BBSI customers may earn  AAdvantage  miles for their investing
activities.

        BBSI  also  offers  its  customers  a  no-fee  cash  management  service
featuring  unlimited  free check writing with no check  writing  minimum (Bull &
Bear Performance Plus Account(R)), the Bull & Bear No-Fee IRA(R), and the Bull &
Bear Mutual Funds Network (a no transaction fee mutual funds service).

        Volatile stock markets could have a significant  effect on the brokerage
commissions  earned by BBSI by affecting the number of  transactions  processed.
BBSI is  responsible  for potential  losses  resulting from trade errors of BBSI
personnel and  customers' bad debts,  including  under-margined  accounts.  As a
discount broker,  BBSI does not give investment advice and therefore  management
believes  it is less  likely  to be  involved  in  significant  litigation  with
customers, as may be typical in the ordinary course of business of a broker that
does give investment advice to its customers.

FORWARD-LOOKING INFORMATION
---------------------------
        Information  or statements  provided by or on behalf of the Company from
time to time,  including those within this Form 10-K Annual Report,  may contain
certain  "forward-looking   information",   including  information  relating  to
anticipated growth in revenues or earnings per share, anticipated changes in the
amount  and  composition  of assets  under  management  and  discount  brokerage
customers'  equity and trading,  anticipated  expense levels,  and  expectations
regarding  financial  market  conditions.  The Company cautions readers that any
forward-looking  information  provided  by or on behalf of the  Company is not a
guarantee of future  performance  and that actual results may differ  materially
from  those in  forward-looking  information  as a result  of  various  factors,
including   but  not   limited  to  those   discussed   below.   Further,   such
forward-looking  statements  speak only as of the date on which such  statements
are made, and the Company undertakes no obligation to update any forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  such
statement is made or to reflect the occurrence of unanticipated events.

        The Company's  future revenues may fluctuate due to factors such as: the
total value and  composition of assets under  management and discount  brokerage
customers'  equity and  trading,  and related cash inflows or outflows in mutual
funds and  discount  brokerage  firms;  fluctuations  in the  financial  markets
resulting  in  appreciation  or  depreciation  of assets  under  management  and
discount  brokerage  customers'  equity and  trading;  the  relative  investment
performance  of the  Company's  sponsored  investment  products  as  compared to
competing  products  and  market  indices;  the  expense  ratios and fees of the
Company's  sponsored  products and  services;  investor  sentiment  and investor
confidence  in mutual funds and  discount  brokerage  firms;  the ability of the
Company to maintain  investment  management  fees and brokerage  commissions  at
current  levels;  competitive  conditions  in  the  mutual  funds  and  discount
brokerage  industries;  the  introduction  of new  mutual  funds and  investment
products  and new  discount  brokerage  services;  the ability of the Company to
contract with the Funds for payment for  administrative  services offered to the
Funds and Fund  shareholders;  the continuation of trends in the retirement plan
marketplace  favoring  defined   contribution  plans  and   participant-directed
investments;  and the amount and timing of income from the Company's  investment
portfolio.

                                                                             5
<PAGE>


        The Company's future operating results are also dependent upon the level
of operating  expenses,  which are subject to  fluctuation  for the following or
other  reasons:  changes in the level of  advertising  expenses  in  response to
market  conditions or other  factors;  variations  in the level of  compensation
expense incurred by the Company, including performance-based  compensation based
on the Company's  financial results,  as well as changes in response to the size
of the  total  employee  population,  competitive  factors,  or  other  reasons;
expenses  and capital  costs,  including  depreciation,  amortization  and other
non-cash  charges,  incurred by the Company to maintain its  administrative  and
service  infrastructure;  and  unanticipated  costs that may be  incurred by the
Company from time to time to protect investor accounts and client goodwill.

        The Company's revenues are substantially  dependent on revenues from the
Funds, which could be adversely affected if the independent  directors of one or
more of the Funds  determined  to terminate or  renegotiate  the terms of one or
more investment management agreements.

        The  Company's  business  is also  subject to  substantial  governmental
regulation,  and changes in legal, regulatory,  accounting,  tax, and compliance
requirements may have a substantial effect on the Company's business and results
of  operations,  including  but not  limited  to  effects  on the level of costs
incurred by the Company  and  effects on  investor  interest in mutual  funds in
general or in particular classes of mutual funds.


ITEM 2.   PROPERTIES

        The principal office of the Company is located at 11 Hanover Square, New
York, New York 10005.  The approximate area of the office is 11,400 square feet.
The rent is  approximately  $207,000  per  annum  plus  $32,550  per  annum  for
electricity.  The lease  expires on December 31, 1999 and is  cancelable  at the
option of the Company on three months'  notice.  BBSI has a branch office at 395
East Palmetto Boulevard,  Boca Raton,  Florida consisting of approximately 2,000
square feet. The rent is  approximately  $55,000 per annum and the lease expires
on August 30, 1999.

        Performance  Properties  purchased land and a two story office  building
located in Red Bank, New Jersey in 1994. The building  consists of approximately
13,000 square feet. The building was purchased for cash, has no mortgage and was
purchased as an investment.  The first floor of the building is currently  being
rented under a ten-year  lease to a tenant.  The current  rent is  approximately
$90,000 per annum and increases  each year over the life of the lease.  Portions
of the second floor of the building are currently being rented under a five-year
and three-year lease to two tenants. The current rents are approximately $33,000
and $29,000 per annum, respectively, and increase each year over the life of the
leases.
















                                                                             6
<PAGE>




ITEM 3.   LEGAL PROCEEDINGS

        A group called Karpus Investment  Management  ("KIM") at the 1997 annual
meeting of Bull & Bear U.S.  Government  Securities Fund, Inc. ("BBG") sought to
elect its slate of nominees in opposition  to management  and at the 1998 annual
meeting of BBG made a  counter-solicitation  on all  management  proposals and a
solicitation to terminate the investment management  agreement.  On February 19,
1998, KIM filed a lawsuit  against BBG in the Circuit Court for Baltimore  City,
Maryland,  Case No.  9805005,  which was dismissed  with prejudice on October 1,
1998. On February 19, 1998, BBG filed a lawsuit against KIM in the United States
District Court for the Southern  District of New York, 98 Civ. 1190. On December
22, 1998,  KIM filed a lawsuit  against BBG in the United States  District Court
for the District of Maryland Court,  98-CV-4161 and BBG has made  counterclaims.
KIM has submitted a proposal to BBG for inclusion in proxy  material at the next
meeting of shareholders to terminate the investment  management contract of BBAI
with BBG. The outcome of these matters and their effect on the Company or BBAI's
management  agreement  with BBG cannot be predicted  with  certainty.  BBG's net
assets at December 31, 1998 amounted to approximately $10.9 million.

        From time to time, the Company and/or its subsidiaries are threatened or
named as defendants in litigation  arising in the normal course of business.  As
of December  31,  1998,  neither the  Company  nor any of its  subsidiaries  was
involved in any other litigation that, in the opinion of management,  would have
a material adverse impact on the consolidated financial statements.




























                                                                              7
<PAGE>



                                     PART II


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS DURING FOURTH 
          QUARTER OF THE YEAR ENDED DECEMBER 31, 1998

                                       NONE


ITEM 5.   MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's  Class A Common Stock trades on the Nasdaq SmallCap Market
tier of the Nasdaq Stock Market under the symbol BNBGA.  The  Company's  Class B
Common Stock has no public trading market.  There are  approximately 280 holders
of  record of Class A Common  Stock  and 1 holder of Class B Common  Stock as of
December 31, 1998. In addition,  there are an indeterminate number of beneficial
owners of Class A Common Stock that are held in "street name". No dividends have
been paid on either class of Common Stock in the past five years and the Company
does not expect to pay any such dividends in the  foreseeable  future.  The high
and low sales prices of the Class A Common Stock  during each  quarterly  period
over the last two years were as follows:

                             1998                                1997          
                    ---------------------------          -----------------------
                       High         Low                  High             Low
  First Quarter       $3-1/8       $2-1/8               $4-3/8           $2-3/4
  Second Quarter      $3-1/4       $2-3/16              $4-3/8           $2-7/8
  Third Quarter       $3-1/2       $1-13/16             $3-1/8           $2-5/8
  Fourth Quarter      $3-1/8       $1-5/8               $3-5/16          $2-1/4


ITEM 6.        SELECTED FINANCIAL DATA

        The selected  financial  data for the five years ended December 31, 1998
is presented on the following pages.



















                                                                              8
<PAGE>
<TABLE>
<CAPTION>

                             BULL & BEAR GROUP, INC.

                      CONSOLIDATED SELECTED FINANCIAL DATA

                        FOR THE YEARS ENDED DECEMBER 31,



                                                                1998            1997          1996            1995           1994
                                                                ----            ----          ----            ----           ----
<S>                                                          <C>            <C>            <C>            <C>            <C>       
Revenues:
    Management, distribution and administration fees         $3,373,046     $4,313,947     $4,922,945     $3,322,348     $3,786,066
    Dividends, interest and other                               165,627        182,757        104,862         98,158        (47,132)
                                                      -----------------   ------------   ------------   ------------   ------------
                                                              3,538,673      4,496,704      5,027,807      3,420,506      3,738,934
                                                      -----------------   ------------   ------------   ------------   ------------

Expenses:
    General and administrative                                2,093,323      2,559,080      2,744,021      2,205,725      2,109,345
    Marketing                                                   349,549        708,495      1,191,639        496,910        942,216
    Subadvisory fees                                            230,954        387,593        705,248         22,496         37,728
    Professional fees                                           177,376        186,320        290,098        413,594        140,353
    Amortization and depreciation                               118,186        106,871        116,151         65,545         59,248
                                                      -----------------   ------------   ------------   ------------   ------------
                                                              2,969,388      3,948,359      5,047,157      3,204,270      3,288,890
                                                      -----------------   ------------   ------------   ------------   ------------

Income (loss) from continuing operations before
    provision for income taxes                                  569,285        548,345        (19,350)       216,236        450,044
Income taxes                                                    (82,544)        (5,196)        91,248         42,588        158,171
                                                     ------------------   ------------   ------------   ------------   ------------
Income (loss) from continuing operations                        651,829        553,541       (110,598)       173,648        291,873

Discontinued operations
    Income (loss) from discontinued operations
        (net of income taxes)                                  (140,414)        72,184       (209,927)       (16,272)      (208,413)
                                                     ------------------   ------------   ------------   ------------   ------------
    Net income (loss)                                          $511,415       $625,725      $(320,525)      $157,376        $83,460
                                                      =================   ============   =============  ============   ============



                                                                1998            1997            1996            1995          1994
                                                                ----            ----            ----            ----          ----
Net income (loss) per share of weighted average
    Common Stock outstanding:
        Basic
            Income (loss) from continuing operations            $.47            $.41           $(.08)           $.11           $.19
            Income (loss) from discontinued operations          (.10)            .05            (.15)           (.01)          (.14)
                                                              --------          ------        --------        --------       -------
            Net income                                          $.37            $.46           $(.23)           $.10           $.05
                                                              ========          ======        ========        ========       =======

        Diluted
            Income (loss) from continuing operations            $.45            $.38           $(.08)           $.11           $.18
            Income (loss) from discontinued operations          (.10)            .05            (.15)           (.01)          (.13)
                                                              --------          ------        --------        --------       -------
            Net income                                          $.35            $.43           $(.23)           $.10           $.05
                                                              ========          ======        ========        ========       =======

Weighted average shares of Common Stock outstanding:
        Basic                                               1,391,940       1,370,017       1,369,555       1,499,516      1,523,152
                                                           ===========     ===========     ===========     ===========    ==========

        Diluted                                             1,453,472       1,468,252       1,369,555       1,549,815      1,610,658
                                                           ===========     ===========     ===========     ===========    ==========

Total assets                                               $5,315,147      $4,827,07       $4,273,110      $4,963,792     $4,240,241
                                                           ===========     ===========     ===========     ===========    ==========

Long-term obligations                                      $    -          $    7,46       $   22,093      $     -        $    - 
                                                           ===========     ===========     ===========     ===========    =========
</TABLE>
                                                                              9
<PAGE>































                       THIS PAGE INTENTIONALLY LEFT BLANK











<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS 1998 COMPARED TO 1997

        Total revenues for the year decreased $958,031 or 21.3%.  Management and
distribution   fees   decreased   $669,517  or  23.2%  and  $299,372  or  26.2%,
respectively, and shareholder administration fees increased $27,988 or 9.8%. The
decrease in management and  distribution  fees was due to an overall decrease in
the net asset  levels of the Funds  from which  these  revenues  are  generated.
Shareholder  administration  fees represent  reimbursement  for actual  expenses
incurred.  Such  fees  increased  as the  costs  for  providing  these  services
increased.  Net assets  under  management  were  approximately  $274  million at
December  31, 1997,  $301  million at March 31,  1998,  $278 million at June 30,
1998,  $261 million at September 30, 1998 and $258 million at December 31, 1998.
Dividends, interest and other income decreased $17,130 or 9.4%, primarily due to
lower earnings on the Company's investments.

        Total expenses, including income taxes decreased $1,056,319 or 26.8% for
the  year.  General  and  administrative  expenses  decreased  $30,410  or 1.6%.
Marketing  expenses decreased $358,946 or 50.7% due to lower marketing costs for
Midas Fund. Expense  reimbursements to the Funds decreased $435,347 or 70.7% due
to the expiration of the contractual  expense  reimbursement  on August 29, 1997
for Midas Fund.  Subadvisory  fees decreased  $156,639 or 40.4% because of lower
net  assets  in  Midas  Fund.   Professional  fees  increased  $8,944  or  4.8%.
Amortization and depreciation  increased  $11,315 or 10.6% for the year.  Income
taxes  decreased  $77,348 or 1,488.6%  due to the  reversal of the  deferred tax
asset valuation allowance account.

        Loss from  discontinued  operations  (net of income  taxes) for 1998 was
$140,414  as  compared to income  from  discontinued  operations  (net of income
taxes) for 1997 of $72,184. While customer trading activity increased during the
year,  commissions  and  related  fees  decreased  as a result of an increase in
Internet trading. In addition, due to the increase in customer trading activity,
clearing and brokerage charges increased in 1998.

        Net income for 1998 was  $511,415  or $.37 per share as  compared to net
income of $625,725 or $.46 per share in 1997.

1997 COMPARED TO 1996
---------------------
        Total revenues for the year decreased $531,103 or 10.6%.  Management and
distribution   fees   decreased   $215,407  or  6.9%  and   $429,986  or  27.4%,
respectively,  and shareholder  administration  fees increased $36,395 or 14.6%.
The decrease in management and distribution  fees was due to an overall decrease
in the net asset levels of the Funds from which these  revenues  are  generated.
Shareholder  administration  fees represent  reimbursement  for actual  expenses
incurred. Such fees increase as the costs for providing these services increase.
Net assets  under  management  were  approximately  $401 million at December 31,
1996,  $359  million at March 31,  1997,  $328  million at June 30,  1997,  $353
million at September 30, 1997 and $274 million at December 31, 1997.  Dividends,
interest and other income  increased  $77,895 or 74.3% primarily due to gains on
sales of investments.

        Total expenses,  including income taxes,  decreased  $1,195,242 or 23.3%
for the year.  General and  administrative  expenses decreased $184,941 or 6.7%.
Marketing  expenses decreased $483,144 or 40.5% due to lower marketing costs for
Midas Fund.  Subadvisory  fees decreased  $317,655 or 45.0% because of lower net
assets in Midas Fund. Professional fees decreased $103,778 or 35.8% due to lower
litigation  costs relating to the Maxus lawsuit.  Amortization  and depreciation
decreased $9,280 or 8.0% for the year.

        Income from  discontinued  operations (net of income taxes) for 1997 was
$72,184 as compared to loss from  discontinued  operations (net of income taxes)
for  1996 of  $209,927  due to an  increase  in  customer  transaction  activity
resulting  in higher  brokerage  commissions  and a  decrease  in  clearing  and
brokerage  charges due to the savings  from a new clearing  agreement  beginning
July 1996.

        Net income for 1997 was  $625,725  or $.46 per share as  compared to net
loss of $320,525 or $.23 per share in 1996.

                                                                             10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
        The following table reflects the Company's consolidated working capital,
total assets, long-term debt and shareholders' equity as of the dates indicated.

                                                    December 31,
                              --------------------------------------------------
                                 1998                 1997               1996
                                 ----                 ----               ----
   Working Capital            $2,371,234          $2,662,917          $2,293,200
   Total Assets               $5,315,147          $4,827,074          $4,273,110
   Long-Term Debt             $    -              $    7,460          $   22,093
   Shareholders' Equity       $4,959,016          $4,455,111          $3,917,886

        For the year ended 1998, total assets and shareholders' equity increased
$488,073  and  $503,905,  respectively.   Working  capital  and  long-term  debt
decreased $291,683 and $7,460, respectively.

        Working capital decreased due to expenditures in capital improvements on
the real estate held for investment.  The increase in  shareholders'  equity was
primarily  the result of the net income for 1998 of $511,415 and the exercise of
the stock  options for  $639,227  offset by the decrease in  unrealized  capital
gains  on  marketable  securities  of  $43,062  and the  issuance  of the  notes
receivable for common stock issued for $603,675.  There were $71,267 of realized
capital gains during 1998,  which was included in net income of $511,415.  Total
assets increased  primarily as a result of the net income for the year offset by
the decrease in unrealized  capital  gains on marketable  securities of $43,062.
Long-term debt decreased due to payments on the capitalized lease obligations.

        For the year ended 1997, working capital, total assets and shareholders'
equity increased $369,717, $553,964 and $537,225,  respectively.  Long-term debt
decreased $14,633.

        Working  capital  increased  primarily as a result of the net income and
the  non-cash  items  of  depreciation  and  amortization  for  1997  offset  by
improvements to real estate held for investment,  purchases of equipment and the
decrease in unrealized capital gains on marketable  securities.  The increase in
shareholders'  equity  was  primarily  the  result of the net income for 1997 of
$625,725  offset by the  decrease  in  unrealized  capital  gains on  marketable
securities of $88,500.  Total assets increased  primarily as a result of the net
income for 1997 offset by the decrease in unrealized capital gains on marketable
securities  of  $88,500.  Long-term  debt  decreased  due  to  payments  on  the
capitalized lease obligations.

        For the year ended 1996, working capital, total assets and shareholders'
equity decreased $498,859, $690,682 and $252,209,  respectively.  Long-term debt
increased $22,093.

        Working  capital  decreased as a result of the net loss for 1996 and the
acquisition  of intangible  assets and fixed assets offset by the non-cash items
of  depreciation  and  amortization.  The decrease in  shareholders'  equity was
primarily the result of the net loss for 1996 of $320,525 offset by the issuance
of common  stock on  exercise  of stock  options of $3,750 and the  increase  in
unrealized  capital  gains on  marketable  securities  of $64,566.  Total assets
decreased  as a result of the net loss and the  decrease in current  liabilities
offset by the increase in unrealized gains on marketable  securities.  Long-term
debt increased due to the capitalized lease obligations for equipment.

        Management  knows of no  contingencies  that are  reasonably  likely  to
result in a material  decrease in the Company's  liquidity or that are likely to
adversely affect the Company's capital resources. This includes the restrictions
placed on the  transfer of funds to the Company from BBSI and ISC as a result of
their  regulatory  net capital  requirements.  At December 31, 1998,  the amount
subject to these restrictions was $275,000 or 5.2% of total assets.

EFFECTS OF INFLATION AND CHANGING PRICES
----------------------------------------
        Since  the  Company   derives   revenue  from   investment   management,
distribution  and  shareholder  administration  services from the Funds and from
discount  brokerage  services,  it is not  possible for it to discuss or predict
with accuracy the impact of inflation  and changing  prices on its revenues from
continuing operations.
                                                                             11
<PAGE>



Item 8.        Financial Statements and Supplementary Data

        Financial  Statements  required  by  Regulation  S-X  and  Supplementary
Financial Information required by Regulation S-K are presented herein.

                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants ........................  13

Consolidated Balance Sheets,
   December 31, 1998 and 1997 .............................................  14

Consolidated Statements of Income,
   Years ended December 31, 1998, 1997 and 1996 ...........................  15

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 1998, 1997 and 1996 ...........................  16

Consolidated Statements of Cash Flows,
   Years ended December 31, 1998, 1997 and 1996 ...........................  17

Notes to Consolidated Financial Statements ................................  19






                                                                             12
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


The Board of Directors and Shareholders of
Bull & Bear Group, Inc.:


We have  audited the  accompanying  consolidated  balance  sheets of Bull & Bear
Group,  Inc. and  subsidiaries as of December 31, 1998 and 1997, and the related
consolidated  statements of income,  changes in shareholders'  equity,  and cash
flows for each of the three years in the period ended  December 31, 1998.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the consolidated  financial  position of Bull & Bear Group,
Inc.  and  subsidiaries  at  December  31, 1998 and 1997,  and the  consolidated
results of their  operations and their  consolidated  cash flows for each of the
three years in the period ended December 31, 1998, in conformity  with generally
accepted accounting principles.



                                                    TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 12, 1999



                                                                             13
<PAGE>
<TABLE>
<CAPTION>
                             BULL & BEAR GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                  December 31,


                                                                    1998               1997
                                                                    ----               ----
                                     ASSETS
<S>                                                            <C>                  <C>          
Current Assets:
    Cash and cash equivalents                                  $   1,403,931        $     312,633
    Marketable securities (Note 3)                                   353,385            1,846,028
    Management, distribution and shareholder administration
        fees receivable                                              257,313              268,984
    Interest, dividends and other receivables                        205,786              187,954
    Prepaid expenses and other current assets                        506,950              411,821
                                                               -------------        -------------
        Total Current Assets                                       2,727,365            3,027,420
                                                               -------------        -------------
Real estate held for investment, net                               1,198,173              632,682
Equipment, furniture and fixtures, net                               209,339              196,416
Excess of cost over net book value of subsidiaries, net              688,687              727,373
Deferred income taxes (Note 9)                                       215,400                  -
Other assets                                                         276,183              243,183
                                                               -------------        -------------
                                                                   2,587,782            1,799,654
                                                               -------------        -------------
        Total Assets                                           $   5,315,147        $   4,827,074
                                                               =============        =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable                                           $     104,934        $     160,849
    Accrued professional fees                                        143,025               93,335
    Accrued payroll and other related costs                           64,667               41,042
    Accrued other expenses                                            28,920               45,225
    Current portion of capitalized lease obligation (Note 4)           4,749               13,644
    Other current liabilities                                          9,836               10,408
                                                               -------------        -------------
        Total Current Liabilities                                    356,131              364,503
                                                               -------------        -------------
Capitalized lease obligation (Note 4)                                    -                  7,460
                                                               -------------        -------------
Contingencies (Note 11)                                                  -                    -
Shareholders'  Equity (Notes 3, 5, 6, and 7) 
    Common Stock,  $.01 par value Class
    A, 10,000,000 shares authorized;
        1,635,017 shares issued and outstanding                       16,351               13,501
    Class B, 20,000 shares authorized;
        20,000 shares issued and outstanding                             200                  200
    Additional paid-in capital                                     6,872,454            6,236,077
    Retained earnings (deficit)                                   (1,325,338)          (1,836,753)
    Notes receivable for common stock issued                        (603,675)                 -
    Accumulated other comprehensive income                              (976)              42,086
                                                               -------------        -------------
        Total Shareholders' Equity                                 4,959,016            4,455,111
                                                               -------------        -------------
        Total Liabilities and Shareholders' Equity             $   5,315,147        $   4,827,074
                                                               =============        =============
See accompanying notes to consolidated financial statements.

                                                                             14
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                             BULL & BEAR GROUP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,


                                                                     1998                  1997                  1996
                                                                     ----                  ----                  ----
<S>                                                       <C>                     <C>                     <C>              
Revenues:
    Management, distribution and shareholder
         administration fees                              $       3,373,046       $       4,313,947       $       4,922,945
    Realized gains from investments                                  62,783                  83,608                  22,092
    Dividends, interest and other                                   102,844                  99,149                  82,770
                                                          -----------------       -----------------       -----------------
                                                                  3,538,673               4,496,704               5,027,807
                                                          -----------------       -----------------       -----------------

Expenses:
    General and administrative                                    1,912,927               1,943,337               2,225,624
    Marketing                                                       349,549                 708,495               1,191,639
    Expense reimbursements to the Funds (Note 10)                   180,396                 615,743                 535,902
    Subadvisory fees                                                230,954                 387,593                 705,248
    Professional fees                                               177,376                 186,320                 272,593
    Amortization and depreciation                                   118,186                 106,871                 116,151
                                                          -----------------       -----------------       -----------------
                                                                  2,969,388               3,948,359               5,047,157
                                                          -----------------       -----------------       -----------------

Income (loss) from continuing operations
    before income taxes                                             569,285                 548,345                  (19,350)
Income taxes (Note 9)                                                (82,544)                 (5,196)                91,248
                                                          ------------------      ------------------      -----------------
Income (loss) from continuing operations                            651,829                 553,541                 (110,598)

Discontinued Operations:
    Income (loss) from discontinued operations
        (net of income taxes) (Note 2)                              (140,414)                72,184                 (209,927)
                                                          ------------------      -----------------       ------------------
Net Income (Loss)                                         $         511,415       $         625,725       $         (320,525)
                                                          =================       =================       ==================

Per Share Data:
    Basic
        Income (loss) from continuing operations                   $    .47                 $   .41                $   (.08)
        Income (loss) from discontinued operations                     (.10)                    .05                    (.15)
                                                                   --------                 -------                --------
        Net income                                                 $    .37                 $   .46                $   (.23)
                                                                   ========                 =======                ========

    Diluted
        Income (loss) from continuing operations                   $    .45                 $   .38                $   (.08)
        Income (loss) from discontinued operations                     (.10)                    .05                    (.15)
                                                                   --------                 -------                --------
        Net income                                                 $    .35                 $   .43                $   (.23)
                                                                   ========                 =======                ========

Average Shares Outstanding:
    Basic                                                         1,391,940               1,370,017               1,369,555
                                                                  =========               =========               =========

    Diluted                                                       1,453,472               1,468,252               1,369,555
                                                                  =========               =========               =========

See accompanying notes to consolidated financial statements.

                                                                             15
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                             BULL & BEAR GROUP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  Years Ended December 31, 1998, 1997 and 1996


                                                 Number of Shares               Amount
                                                 ----------------               ------
                                                Class A       Class B     Class A    Class B   
                                                Common        Common      Common     Common    
                                                 ------       ------      ------     ------    
<S>                                              <C>          <C>        <C>         <C> 
Balance, December 31, 1995                       1,348,017    20,000     $13,481     $200
                                                                                   
Net loss                                                                           
   Other comprehensive income                         --        --          --        --  
   Unrealized gains on marketable securities          --        --          --        --  
                                                                                   
   Comprehensive income (loss)                                          
                                                                                   
Issuance of Class A common stock on exercise                                       
   of stock options                                  2,000      --            20      --  
                                                ----------    ------     -------     ----
Balance, December 31, 1996                       1,350,017    20,000      13,501      200
                                                                                   
Net income                                                                         
   Other comprehensive income                         --        --          --        --  
   Unrealized losses on marketable securities         --        --          --        --  
                                                ----------    ------     -------     ----
   Comprehensive income                                                     
                                                                                   
Balance, December 31, 1997                       1,350,017    20,000      13,501      200
                                                                                   
Net income                                                                         
   Other comprehensive income                         --        --          --        --  
   Unrealized losses on marketable securities         --        --          --        --  
                                                ----------    ------     -------     ----
   Comprehensive income                                                     
                                                                                   
Issuance of Class A common stock on exercise                                       
   of stock options                                285,000      --         2,850      --  
Issuance of notes receivable (Note 7)                 --        --          --        --  
                                                ----------    ------     -------     ----
Balance, December 31, 1998                       1,635,017    20,000     $16,351     $200
                                                ==========    ======     =======     ====
</TABLE>
<TABLE>
<CAPTION>
                                                                   Notes                                                         
                                                                 Receivable                                                       
                                                                    For                        Accumulated                          
                                               Additional          Common      Retained          Other             Total        
                                                 Paid-In           Stock       Earnings       Comprehensive     Shareholders'  
                                                 Capital           Issued      (Deficit)         Income            Equity       
                                               ------------     ------------  -----------    ---------------  ---------------
<S>                                             <C>             <C>           <C>              <C>             <C>        
Balance, December 31, 1995                      $6,232,347      $   --        $(2,141,953)     $  66,020       $ 4,170,095
                                                                                                              -----------
Net loss                                                                                                   
   Other comprehensive income                         --            --           (320,525)          --            (320,525)
   Unrealized gains on marketable securities          --            --               --           64,566            64,566
                                                                                                               -----------
   Comprehensive income (loss)                                                                                    (255,959)
                                                                                                               -----------
Issuance of Class A common stock on exercise                                                               
   of stock options                                  3,730          --               --             --               3,750
                                                ----------     ---------      -----------      ---------       -----------
Balance, December 31, 1996                       6,236,077          --         (2,462,478)       130,586         3,917,886
                                                                                                               -----------
Net income                                                                                                 
   Other comprehensive income                         --            --            625,725           --             625,725
   Unrealized losses on marketable securities         --            --               --          (88,500)          (88,500)
                                                ----------     ---------      -----------      ---------       -----------
   Comprehensive income                                                                                            537,225
                                                                                                               -----------
Balance, December 31, 1997                       6,236,077          --         (1,836,753)        42,086         4,455,111
                                                                                                           
                                                                                              =========       -----------
Net income                                                                                                 
   Other comprehensive income                         --            --            511,415           --             511,415
   Unrealized losses on marketable securities         --            --            (43,062)       (43,062)  
                                                ----------     ---------      -----------      ---------       -----------
   Comprehensive income                                                                                            468,353
                                                                                                               -----------
Issuance of Class A common stock on exercise                                                               
   of stock options                                636,377          --               --             --             639,227
Issuance of notes receivable (Note 7)                 --        (603,675)            --             --            (603,675)
                                                ----------     ---------      -----------      ---------       -----------
Balance, December 31, 1998                      $6,872,454     $(603,675)     $(1,325,338)     $    (976)      $ 4,959,016
                                                ==========     =========      ===========      =========       ===========
                                                                                                           
See accompanying notes to consolidated financial statements.
                                                                              16

</TABLE>
<PAGE>  

<TABLE>
<CAPTION>
                             BULL & BEAR GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,


                                                        1998                 1997                 1996
                                                        ----                 ----                 ----
<S>                                                   <C>                 <C>                 <C>       
Cash Flows from Operating Activities:
Net income (loss)                                     $ 511,415           $ 625,725           $(320,525)
                                                      ---------           ---------           ---------
Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                       169,008             131,992             138,116
    Deferred income taxes                              (215,400)               --                  --
    Increase in cash value of life insurance            (33,000)            (32,333)            (30,000)
    Realized/unrealized (gain) loss on investments      (40,330)            (83,608)            (32,725)
    (Increase) decrease in:
        Management, distribution and shareholder
            administration fees receivable               11,671             (61,040)            (28,735)
        Interest, dividends and other receivables       (17,832)             16,730              43,557
        Prepaid expenses and other current assets       (95,129)           (122,109)            143,858
        Other assets                                       --                (5,774)            (48,401)
    Increase (decrease) in:
        Accounts payable                                (55,915)             26,305            (475,698)
        Accrued expenses                                 57,010               4,917               4,610
        Other current liabilities                          (572)             (1,212)             (1,760)
                                                      ---------           ---------           ---------
Total adjustments                                      (220,489)           (126,132)           (287,178)
                                                      ---------           ---------           ---------
    Net cash provided by (used in)
        Operating Activities                            290,926             499,593            (607,703)
                                                      ---------           ---------           ---------
</TABLE>


                                                                             17


<PAGE>


<TABLE>
<CAPTION>
                             BULL & BEAR GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
                            Years Ended December 31,

                                                               1998               1997                1996
                                                               ----               ----                ----
<S>                                                         <C>                 <C>                 <C>       
Cash Flows from Investing Activities:
    Improvement to real estate held for investment          $(606,296)          $(218,956)          $(204,642)
    Capital expenditures                                     (102,440)            (27,804)           (100,799)
    Proceeds from sale of Bull & Bear Properties, Inc.           --                  --                43,763
    Proceeds from sales of investments                      1,748,467             556,831             963,318
    Purchases of investments                                 (258,556)          (1,231,204)          (785,512)
    Acquisition of intangible assets                             --                  --               (66,780)
                                                            ---------           ---------           ---------
        Net cash provided by (used in)
            Investing Activities                              781,175            (921,133)           (150,652)
                                                            ---------           ---------           ---------

Cash Flows from Financing Activities:
    Issuance collection of note receivable                   (603,675)               --                  --
    Increase in capitalized lease obligation                     --                  --                46,416
    Repayments of capitalized lease obligation                (16,355)            (13,271)            (12,041)
    Proceeds from issuance of Class A Common Stock            639,227                --                 3,750
                                                            ---------           ---------           ---------
        Net cash provided by (used in)
            Financing Activities                               19,197             (13,271)             38,125
                                                            ---------           ---------           ---------

        Net increase (decrease) in cash
            and cash equivalents                            1,091,298            (434,811)           (720,230)

Cash and cash equivalents:
    Beginning of year                                         312,633             747,444           1,467,674
                                                            ---------           ---------           ---------
    End of year                                             $1,403,931          $ 312,633           $ 747,444
                                                            =========           =========           =========
<FN>

SUPPLEMENTAL DISCLOSURE:
    The Company paid $9,346 in Federal income taxes in 1998. The Company did not
    pay any Federal income taxes in 1997 or 1996.
    The Company paid $864,  $916 and $1,309 in interest in 1998,  1997 and 1996,
respectively.

See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                                             18


<PAGE>



                             BULL & BEAR GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1998, 1997 and 1996


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            NATURE OF BUSINESS
            Bull & Bear  Group,  Inc.  ("Company")  is a  holding  company.  Its
            subsidiaries'  business consists of providing investment management,
            distribution and shareholder  administration services for the Bull &
            Bear Funds,  Midas Fund and  Rockwood  Fund  ("Funds")  and discount
            brokerage services.

            BASIS OF PRESENTATION
            The consolidated  financial  statements  include the accounts of the
            Company and all of its subsidiaries.  Substantially all intercompany
            accounts and transactions have been eliminated.

            ACCOUNTING ESTIMATES
            In preparing  financial  statements  in  conformity  with  generally
            accepted  accounting  principles,  management  makes  estimates  and
            assumptions   that  affect  the  reported   amounts  of  assets  and
            liabilities at the date of the financial statements,  as well as the
            reported  amounts of  revenues  and  expenses  during  the  reported
            period. Actual results could differ from those estimates.

            FAIR VALUE OF FINANCIAL INSTRUMENTS
            The  carrying  amounts  of  cash  and  cash  equivalents,   accounts
            receivable,   accounts  payable,  and  accrued  expenses  and  other
            liabilities  approximate fair value because of the short maturity of
            these  items.  Marketable  securities  are  recorded at market value
            which represents the fair value of the securities.

            CASH AND CASH EQUIVALENTS
            Investments  in  money  market  funds  are  considered  to  be  cash
            equivalents.  At  December  31,  1998  and  1997,  the  Company  and
            subsidiaries  had invested  approximately  $1,378,700  and $260,300,
            respectively, in an affiliated money market fund.

            MARKETABLE SECURITIES
            The  Company  and  its  non-broker/dealer  subsidiaries'  marketable
            securities are considered to be "available-for-sale" and recorded at
            market  value,   with  the  unrealized  gain  or  loss  included  in
            stockholders'  equity as "accumulated other  comprehensive  income".
            Marketable securities for the broker/dealer  subsidiaries are valued
            at market with unrealized gains and losses included in earnings.

            FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
            In the normal course of business,  the Company's customer activities
            involve the execution and settlement of customer transactions. These
            activities  may expose the  Company to risk of loss in the event the
            customer is unable to fulfill its contracted  obligations,  in which
            case the Company may have to purchase or sell financial  instruments
            at prevailing market prices.  Any loss from such transactions is not
            expected  to  have a  material  effect  on the  Company's  financial
            statements.

                                                                             19
<PAGE>



                             BULL & BEAR GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


            BROKERAGE INCOME AND EXPENSES
            Brokerage  commission  and fee income  and  clearing  and  brokerage
            expenses  are recorded on a settlement  date basis.  The  difference
            between  recording  such income and  expenses on a  settlement  date
            basis as opposed to trade date,  as required by  generally  accepted
            accounting principles, is not material to the consolidated financial
            statements.

            INCOME TAXES
            The  Company and its  wholly-owned  subsidiaries  file  consolidated
            income tax returns.  The Company's  method of accounting  for income
            taxes  conforms to Statement of Financial  Accounting  Standards No.
            109   "Accounting  for  Income  Taxes."  This  method  requires  the
            recognition of deferred tax assets and  liabilities for the expected
            future  tax  consequences  of  temporary   differences  between  the
            financial   reporting   basis  and  the  tax  basis  of  assets  and
            liabilities.

            REAL ESTATE HELD FOR INVESTMENT AND EQUIPMENT
            Real  estate  held  for  investment  is  recorded  at  cost  and  is
            depreciated  on the  straight-line  basis over its estimated  useful
            life.  At  December  31,  1998 and  1997,  accumulated  depreciation
            amounted  to  approximately   $92,400  and  $51,600,   respectively.
            Equipment,  furniture  and  fixtures  are  recorded  at cost and are
            depreciated on the  straight-line  basis over their estimated useful
            lives,  3 to 10 years.  At December  31, 1998 and 1997,  accumulated
            depreciation  amounted  to  approximately   $908,400  and  $818,900,
            respectively.

            EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES
            The  excess  of  cost  over  net  book  value  of   subsidiaries  is
            capitalized  and  amortized  over  fifteen and forty years using the
            straight-line  method.  At December  31, 1998 and 1997,  accumulated
            amortization  amounted  to  approximately   $662,100  and  $623,400,
            respectively.  Periodically,  the  Company  reviews  its  intangible
            assets for events or changes in circumstances that may indicate that
            the carrying amounts of the assets are not recoverable.

            COMPREHENSIVE INCOME
            For 1998,  the Company  adopted  Statement of  Financial  Accounting
            Standards No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".
            SFAS 130  establishes  the  disclosure  requirements  for  reporting
            comprehensive  income in an  entity's  financial  statements.  Total
            comprehensive  income  includes net income and unrealized  gains and
            losses on marketable  securities.  Accumulated  other  comprehensive
            income, a component of stockholders'  equity,  was formerly reported
            as unrealized gains and losses on marketable  securities.  There was
            no impact on  previously  reported  net income from the  adoption of
            SFAS 130.

                                                                             20
<PAGE>



                             BULL & BEAR GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


            SEGMENT INFORMATION
            Statement of  Financial  Accounting  Standards  No. 131 ("SFAS 131")
            "Disclosures   About   Segments   of  an   Enterprise   and  Related
            Information"  was adopted by the Company in 1998.  SFAS 131 requires
            companies  to  present  segment  information  using  the  management
            approach.  The management  approach is based on operating  decisions
            and  assessing  performance.  The Company's  operating  segments are
            organized  around  services  provided  and are  classified  into two
            groups  investment  management  and discount  brokerage.  Due to the
            pending sale of Bull & Bear Securities,  Inc. ("BBSI"), the discount
            brokerage  business  is  classified  as  "income  from  discontinued
            operations" on the financial  statements (See Note 2). The Company's
            remaining business is in one industry segment.

            EARNINGS PER SHARE
            The Company applies Statement of Financial  Accounting Standards No.
            128 "Earnings Per Share". Basic earnings per share is computed using
            the weighted average number of shares outstanding.  Diluted earnings
            per share is computed  using the weighted  average  number of shares
            outstanding  adjusted  for  the  incremental  shares  attributed  to
            outstanding options to purchase common stock.
<TABLE>
<CAPTION>
            The following  table sets forth the computation of basic and diluted
earnings per share:
                                                         1998         1997          1996
                                                         ----         ----          ----
<S>                                                   <C>          <C>          <C>         
Numerator for basic and diluted earnings per share:
    Net income (loss)                                 $  511,415   $  625,725   $  (320,525)
                                                      ==========   ==========   ===========

Denominator:
    Denominator for basic earnings per share -
        weighted-average shares                        1,391,940    1,370,017     1,369,555
    Effect of dilutive securities:
        Employee Stock Options                            61,532       98,235          --   
                                                      ----------   ----------   -----------
Denominator for diluted earnings per share -
    adjusted weighted - average shares and
    assumed conversions                                1,453,472    1,468,252     1,369,555
                                                     ===========   ==========   ============
</TABLE>

            RECLASSIFICATIONS
            Certain  reclassifications of the 1997 and 1996 financial statements
            have been made to conform to the 1998 presentation.

                                                                             21
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


2.      DISCONTINUED OPERATIONS

          On December  17,  1998,  the Company  signed an  agreement to sell the
          outstanding  stock of BBSI,  the  discount  brokerage  business,  to a
          subsidiary of Royal Bank of Canada. The transaction,  which is subject
          to the  approval of  regulatory  authorities  in Canada and the United
          States, is valued at approximately $6 million. The sale is expected to
          close in the first quarter of 1999. In connection  with the sale,  the
          rights to the name "Bull & Bear" will be  transferred to Royal Bank of
          Canada,   and  the  Company  and  certain  of  its  subsidiaries  will
          subsequently  change  their  names.  Accordingly,   results  from  the
          discount  brokerage segment are shown as discontinued  operations with
          prior  years  restated.   Summarized  financial  information  for  the
          discontinued operations was as follows:
<TABLE>
<CAPTION>
                                                       1998          1997          1996
                                                       ----          ----          ----
<S>                                               <C>            <C>          <C>        
Revenues                                          $ 2,379,506    $2,490,713   $ 2,389,205
Expenses                                            2,614,920     2,378,629     2,663,132
                                                  -----------    ----------   -----------
    Income (loss) before income taxes                (235,414)      112,084      (273,927)
    Income tax expense (benefit)                      (95,000)       39,900       (64,000)
                                                  -----------    ----------   -----------
    Income (loss) from discontinued operations,
        net of income taxes                       $  (140,414)   $   72,184   $  (209,927)
                                                  ===========    ==========   ===========
</TABLE>

                                                     1998            1997
                                                  ----------      ----------
Current assets                                    $1,025,704      $1,008,371
Total assets                                      $1,114,667      $1,083,227
Current liabilities                               $  420,641      $  248,787
Total liabilities                                 $  420,641      $  248,787
Net assets of discontinued operations             $  694,026      $  834,440

        Of the total net  assets of the  discontinued  business  segment,  as of
        December  31, 1998,  the pending  agreement  of sale  provides  that the
        business shall have net assets of at least $500,000 at settlement.


3.      MARKETABLE SECURITIES

At December 31, 1998, marketable securities consisted of:
    Broker/dealer securities - at market
        Affiliated mutual funds (cost $159,882)                         $128,945
                                                                        --------
    Other companies
        Available-for-sale securities - at market
            Unaffiliated mutual funds                                     38,820
            Affiliated mutual funds                                        2,268
            Equity securities                                            183,352
                                                                        --------
            Total available-for-sale securities (cost - $225,416)        224,440
                                                                        --------
                                                                        $353,385
                                                                        ========

                                                                             22
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


At December 31, 1997, marketable securities consisted of:

Broker/dealer securities - at market
    U.S. Treasury Notes, due 6/30/99 - 9/30/00 (cost $1,260,380)      $1,265,943
                                                                      ----------
Other companies
    Available-for-sale securities - at market
        Unaffiliated mutual funds                                         36,324
        Affiliated mutual funds                                            3,157
        Equity securities                                                186,884
        U.S. Treasury Notes, due 9/30/00                                 353,720
                                                                      ----------
        Total available-for-sale securities (cost - $537,999)            580,085
                                                                      ----------
                                                                      $1,846,028
                                                                      ==========

        At  December  31, 1998 and 1997,  the  Company  had $(976) and  $42,086,
        respectively,   of  unrealized  gains  (losses)  on  "available-for-sale
        securities"  which is reported as a separate  component of  consolidated
        shareholders' equity.


4.      LEASE COMMITMENTS

            AS LESSEE
            The Company leases approximately 11,400 square feet of office space.
            The rent is approximately  $207,000 per annum plus $32,550 per annum
            for  electricity.  The  lease  expires  December  31,  1999  and  is
            cancelable at the option of the Company on three months' notice.  In
            addition,  the Company's discount  broker/dealer has a branch office
            in Boca Raton,  Florida  consisting  of  approximately  2,000 square
            feet.  The rent is  approximately  $55,000  per annum and expires on
            August 30, 1999.

            The Company leases office equipment under capital leases expiring in
            1999. The related property is included in furniture and equipment at
            a cost of $45,457 at  December  31,  1998.  Depreciation  expense of
            $44,194 has been  recognized  on this  property  as of December  31,
            1998.  Future annual minimum lease payments under the capital leases
            together with the present  value of the net minimum  lease  payments
            are as follows:

       Year Ending December 31,
       1999                                                            $4,787
       Less amount representing interest and executory costs               38
                                                                    ---------
       Present value of minimum lease payments                         $4,749
                                                                       ======

                                                                             23
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


            AS LESSOR
            The  Company  owns an office  building  which is  leased to  various
            tenants.    Future   minimum   lease   payment   receivables   under
            noncancellable  leasing  arrangements as of December 31, 1998 are as
            follows:

                Year ending December 31,
                1999                                      $   152,300
                2000                                          172,400
                2001                                          189,800
                2002                                          176,000
                2003                                          154,600
                2004 - 2008                                   797,000
                                                         ------------
                Net minimum future lease receipts          $1,642,100
                                                           ==========


5.      SHAREHOLDERS' EQUITY

        The  Class A and  Class B Common  Stock are  identical  in all  respects
        except for voting rights,  which are vested solely in the Class B Common
        Stock. The Company also has 1,000,000  shares of Preferred  Stock,  $.01
        par value,  authorized.  As of December  31, 1998 and 1997,  none of the
        Preferred Stock was issued.


6.      NET CAPITAL REQUIREMENTS

        The  Company's  broker/dealer  subsidiaries  are  member  firms  of  the
        National Association of Securities Dealers, Inc. and are registered with
        the  Securities  and Exchange  Commission as  broker/dealers.  Under the
        Uniform Net Capital Rule (Rule 15c3-1 under the Securities  Exchange Act
        of 1934), a broker/dealer must maintain minimum net capital, as defined,
        of not less than (a)  $250,000  or, when  engaged  solely in the sale of
        redeemable shares of registered  investment  companies,  $25,000, or (b)
        6-2/3% of aggregate  indebtedness,  whichever is greater; and a ratio of
        aggregate  indebtedness to net capital,  as defined, of not more than 15
        to 1. At  December  31,  1998,  these  subsidiaries  had net  capital of
        approximately   $410,600  and  $676,800;  net  capital  requirements  of
        $250,000 and $25,000;  excess net capital of approximately  $160,600 and
        $651,800;  and the ratios of aggregate  indebtedness to net capital were
        approximately 1.02 to 1 and 0.13 to 1, respectively.

                                                                             24
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


7.      STOCK OPTIONS

        On December  6, 1995,  the Company  adopted a Long-Term  Incentive  Plan
        which  provides  for the  granting  of a maximum of  300,000  options to
        purchase  Class A Common Stock to directors,  officers and key employees
        of the Company or its subsidiaries.  The plan was amended on February 5,
        1996 and October 29, 1997  increasing  the maximum  number of options to
        450,000.  With  respect  to  non-employee  directors,   only  grants  of
        non-qualified   stock  options  and  awards  of  restricted  shares  are
        available. Two of the non-employee directors were granted 10,000 options
        each on December 6, 1995 and 5,000 options each on October 29, 1997. The
        new  non-employee  director was granted  10,000  options on September 8,
        1998.  The option price per share may not be less than the fair value of
        such shares on the date the option is granted,  and the maximum  term of
        an option may not exceed ten years except as to  non-employee  directors
        for which the maximum term is five years. If the recipient of any option
        owns 10% or more of the  Class B shares,  the  option  price  must be at
        least 110% of the fair  market  value and the option  must be  exercised
        within five years of the date the option is granted.

        The 1990  Incentive  Stock  Option Plan  provided  for the granting of a
        maximum  of  500,000  options  to  purchase  Class  A  Common  Stock  to
        directors,  officers and key employees of the Company.  The option price
        per share may not be less than the  greater  of 100% of the fair  market
        value or the par value of such shares on the date the option is granted,
        and the  maximum  term of an option may not  exceed  ten  years.  If the
        recipient  of any option owns 10% or more of the total  combined  voting
        power of all classes of stock, the option price must be at least 110% of
        the fair market value and the option must be exercised within five years
        of the date the option is granted.

        The  Company  applied  APB  Opinion 25 and  related  interpretations  in
        accounting for its stock option plans. Accordingly, no compensation cost
        has been  recognized for its stock option plans.  Proforma  compensation
        cost  for the  Company's  plans  is  required  by  Financial  Accounting
        Standards No. 123 "Accounting for Stock-Based  Compensation  (SFAS 123)"
        and has been  determined  based on the fair value at the grant dates for
        awards  under these plans  consistent  with the method of SFAS 123.  For
        purposes of proforma disclosure, the estimated fair value of the options
        is amortized to expense over the options' vesting period.  The Company's
        proforma information follows:

                                                  Years Ended December 31,    
                                        1998         1997          1996
                                        ----         ----          ----
Net income             As Reported      $511,415     $625,725      $(320,525)
                        Proforma        $465,641     $246,394      $(463,738)
Earnings per share
    Basic              As Reported          $.37         $.46          $(.23)
                        Proforma            $.33         $.18          $(.34)
    Diluted            As Reported          $.35         $.43          $(.23)
                        Proforma            $.32         $.17          $(.34)

        The fair value of each option  grant is  estimated  on the date of grant
        using the Black-Scholes option-pricing model with the following weighted
        average   assumptions   used  for   grants  in  1998,   1997  and  1996,
        respectively:   expected  volatility  of  73.95%,   92.83%  and  93.82%,
        risk-free  interest rate of 5.11%,  5.85% and 5.29% and expected life of
        three years, three years and five years.

                                                                             25
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


        A  summary  of the  status of the  Company's  stock  option  plans as of
        December 31, 1998, 1997 and 1996, and changes during the years ending on
        those dates is presented below:
                                                                  Weighted
                                         Number                    Average
                                           of                     Exercise
  Stock Options                           Shares                    Price   
  -------------                         ----------              ------------
  Outstanding at December 31, 1995         69,000                  $1.76
      Granted                              229,000                 $2.04
      Exercised                             (2,000)                $1.88
      Canceled                             (27,000)                $1.91
                                       -------------
  Outstanding at December 31, 1996        269,000                  $1.98
      Granted                             177,000                  $2.52
      Canceled                             (34,000)                $1.97
                                       -------------
  Outstanding at December 31, 1997        412,000                  $2.21
      Granted                              12,000                  $1.81
      Exercised                           (285,000)                $2.25
      Canceled                             (20,000)                $2.64
                                      -------------
  Outstanding at December 31, 1998        119,000                  $2.05
                                       ============

        There were 97,000 and 176,000  options  exercisable at December 31, 1998
        and 1997 with a  weighted-average  exercise  price of $1.99  and  $2.29,
        respectively.  There were no options  exercisable  at December 31, 1996.
        The weighted-average  fair value of options granted was $0.94, $1.41 and
        $1.42  for  the  years  ended   December  31,   1998,   1997  and  1996,
        respectively.

        The  following  table   summarizes   information   about  stock  options
outstanding at December 31, 1998:
                                       Options Outstanding
                                        Weighted-Average
      Range of            Number           Remaining            Weighted-Average
 Exercise Prices        Outstanding     Contractual Life         Exercise Price 
 ---------------        -----------    -------------------   -------------------
 $1.50   - $1.8125         35,000          2.5 years                $1.68
 $1.875 - $2.475           64,000          2.7 years                $2.00
 $2.75   - $3.00           20,000          2.9 years                $2.88

        In  connection  with the exercise of the options,  the Company  received
        from  certain  officers  notes with an interest  rate of 4.47% per annum
        payable December 15, 2003. The balance of the notes at December 31, 1998
        was $603,675, which was classified as "notes receivable for common stock
        issued."


8.      PENSION PLAN

        The Company has a 401(k)  retirement plan for  substantially  all of its
        qualified  employees.  Contributions to this are based upon a percentage
        of  earnings  of  eligible  employees  and are  accrued  and funded on a
        current  basis.  Total pension  expense for the years ended December 31,
        1998,  1997 and 1996 was  approximately  $44,700,  $44,800 and  $39,900,
        respectively.

                                                                             26
<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


9.      INCOME TAXES

        The provision for income taxes charged to operations was as follows:
                                 1998               1997               1996
                                 ----               ----               ----
 Current
     State and local     $     28,510          $   34,704         $     27,248
     Federal                  (206,054)               -                    -  
                         -------------         ----------         ------------
                         $    (177,544)        $   34,704         $     27,248
                         =============         ==========         ============

        Deferred tax assets  (liabilities)  are  comprised  of the  following at
December 31, 1998 and 1997:
                                                            1998       1997
                                                            ----       ----
 Unrealized (appreciation) depreciation on investments   $ 12,400    $  (16,200)
 Accrued expenses                                          40,000           -
 Depreciation                                              10,000           -
 Net operating loss carryforwards                         153,000       277,100
                                                        ---------    ----------
      Net deferred tax assets                             215,400       260,900
 Deferred tax asset valuation allowance                       -        (260,900)
                                                        ---------    ----------
      Net deferred tax assets                           $ 215,400    $      -  
                                                        =========    ==========

        In 1997,  the full  amount of the  deferred  tax  asset was  offset by a
        valuation  allowance due to  uncertainties  associated with the ultimate
        realization of the net operating  loss  carryforwards.  However,  due to
        recent  income of the Company and the pending  sale of BBSI (See Note 2)
        it is expected that the net operating loss  carryforwards  will be fully
        realized in 1999. As a result,  the valuation  allowance was reversed in
        1998.

        For the year ended  December 31, 1998,  the  provision  for income taxes
        differs  from the amount of income  taxes  determined  by  applying  the
        applicable  U.S.  statutory  federal  tax rates to  pre-tax  income as a
        result  of  utilization  of net  operating  loss  carryforwards  and the
        reversal of the valuation allowance account.

        At December 31, 1998, the Company had net operating  loss  carryforwards
        for Federal  income tax  purposes of  approximately  $382,400,  of which
        $53,800,   $62,700  and  $265,900   expire  in  2005,   2006  and  2011,
        respectively.

10.     RELATED PARTIES

        All management and distribution fees are a result of services provided
        to the Funds.  All such  services are provided  pursuant to agreements
        that set  forth  the fees to be  charged  for  these  services.  These
        agreements  are subject to annual  review and  approval by each Fund's
        Board  of  Directors  and a  majority  of  the  Fund's  non-interested
        directors.  Shareholder administration fees represent reimbursement of
        costs  incurred  by  subsidiaries  of the  Company  on  behalf  of the
        open-end Funds. Such reimbursement amounted to approximately $314,100,
        $286,100 and $249,700 for the years ended December 31, 1998,  1997 and
        1996, respectively. During the years ended December 31, 1998 and 1997,
        the Funds paid approximately $182,000 and $63,700,  respectively,  for
        co-transfer  agent services to ISC, which paid such amounts to certain
        brokers  for  performing  such  services.   These  reimbursements  for
        co-transfer  agent  services were recorded as a reduction to marketing
        expenses. 27

<PAGE>



                             BULL & BEAR GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 1998, 1997 and 1996


        In  connection  with  investment  management  services,   the  Company's
        investment  managers waived management fees from the Funds in the amount
        of  approximately  $180,400,  $615,700  and $535,900 for the years ended
        December 31, 1998, 1997 and 1996, respectively.

        Certain  officers of the Company also serve as officers and/or directors
of the Funds.

        Commencing  August 1992, the Company has a key man life insurance policy
        on the life of the Company's  Chairman which provides for the payment of
        $1,000,000 to the Company upon his death.  As of December 31, 1998,  the
        policy  had a cash  surrender  value of  approximately  $142,000  and is
        included in other assets in the balance sheet.

        The Company's discount  broker/dealer  received brokerage commissions of
        approximately  $101,100,  $259,400 and  $179,500  from the Funds for the
        years ended December 31, 1998, 1997 and 1996, respectively.


11.     CONTINGENCIES

        A group called Karpus Investment  Management  ("KIM") at the 1997 annual
        meeting of Bull & Bear U.S.  Government  Securities  Fund, Inc.  ("BBG")
        sought to elect its slate of nominees in opposition to management and at
        the  1998  annual  meeting  of BBG  made a  counter-solicitation  on all
        management  proposals and a  solicitation  to terminate  the  investment
        management agreement.  On February 19, 1998, KIM filed a lawsuit against
        BBG in the Circuit Court for Baltimore City, Maryland, Case No. 9805005,
        which was dismissed  with  prejudice on October 1, 1998. On February 19,
        1998,  BBG filed a lawsuit  against  KIM in the United  States  District
        Court for the Southern  District of New York, 98 Civ.  1190. On December
        22, 1998, KIM filed a lawsuit  against BBG in the United States District
        Court for the District of Maryland  Court,  98-CV-4161  and BBG has made
        counterclaims.  KIM has  submitted  a proposal to BBG for  inclusion  in
        proxy  material at the next meeting of  shareholders  to  terminate  the
        investment  management  contract of BBAI with BBG.  The outcome of these
        matters and their effect on the Company or BBAI's  management  agreement
        with BBG  cannot  be  predicted  with  certainty.  BBG's  net  assets at
        December 31, 1998 amounted to approximately $10.9 million.

        From time to time, the Company and/or its subsidiaries are threatened or
        named as  defendants  in  litigation  arising  in the  normal  course of
        business.  As of December 31,  1998,  neither the Company nor any of its
        subsidiaries  was involved in any other  litigation that, in the opinion
        of management,  would have a material adverse impact on the consolidated
        financial statements.

        In  July  1994,  the  Company  entered  into a Death  Benefit  Agreement
        ("Agreement")  with the Company's  Chairman.  Following  his death,  the
        Agreement  provides  for annual  payments,  equal to 80% of his  average
        annual  salary for the three year period  prior to his death  subject to
        certain  adjustments,  to  his  wife  until  her  death.  The  Company's
        obligations under the Agreement are not secured and will terminate if he
        leaves the Company's employ under certain conditions.

                                                                             28
<PAGE>
<TABLE>
<CAPTION>
                  Selected Quarterly Financial Data (Unaudited)


The following sets forth the selected  quarterly  financial  information for the
years ended  December  31, 1998 and 1997.  The  information  presented  has been
restated  to  reflect  BBSI  as  discontinued  operations  (See  Note  2 to  the
consolidated financial statements).

                                                                                Three Months Ended                             
                                                March 31,               June 30,                Sept. 30,             Dec. 31,
    1998
<S>                                              <C>           <C>                     <C>                      <C>            
Revenues                                         901,689       $         996,530       $         822,880        $       817,574
                                         ===============       =================       =================        ===============
Income (loss) from continuing
    operations                                   206,529       $         155,539       $         (14,572)       $       304,333
                                         ===============       =================       ==================       ===============
Income (loss) from discontinued
    operations                                   (71,350)      $         (14,232)      $         (42,793)       $       (12,039)
                                         ================      =================       ==================       ================
Net income (loss)                                135,179       $         141,307       $          (57,365)      $       292,294
                                         ===============       =================       ==================       ===============

Income (loss) per share
    Basic
        Income (loss) from continuing
            operations                            $ .15                   $ .11                    $(.01)                 $ .21
                                                  =====                   =====                    =====                  =====
        Income (loss) from discontinued
            operations                            $(.05)                  $(.01)                   $(.03)                 $(.01)
                                                  =====                   =====                    =====                  =====
        Net income (loss)                         $ .10                   $ .10                    $(.04)                 $ .20
                                                  =====                   =====                    =====                  =====
    Diluted                                       $ .09                   $ .10                    $(.04)                 $ .20
                                                  =====                   =====                    =====                  =====

    1997
Revenues                                       1,252,881       $       1,191,904       $       1,078,362        $       973,557
                                         ===============       =================       =================        ===============
Income from continuing operations                 15,100       $         132,034       $         192,535        $       213,872
                                         ===============       =================       =================        ===============

Income (loss) from discontinued
    operations                                   100,555       $          31,553       $          23,209        $       (83,133)
                                         ===============       =================       =================        ================
Net income                                       115,655       $         163,587       $         215,744        $       130,739
                                         ===============       =================       =================        ===============

Income (loss) per share
    Basic
        Income from continuing operations           $.01                    $.10                    $.14                  $ .16
                                                    ====                    ====                    ====                  =====
        Income (loss) from discontinued
            operations                              $.07                    $.02                    $.02                  $(.06)
                                                    ====                    ====                    ====                  =====
        Net Income                                  $.08                    $.12                    $.16                  $ .10
                                                    ====                    ====                    ====                  =====
    Diluted                                         $.08                    $.11                    $.15                  $ .09
                                                    ====                    ====                    ====                  =====
</TABLE>


Item 9.   Changes in and Disagreements With Accountants on Accounting and 
          Financial Disclosure

        There were no changes in or disagreements with the Company's accountants
on  accounting  and  financial  disclosure  matters  during the two years  ended
December 31, 1998.

                                                                             29
<PAGE>



                                    PART III


Item 10.       Directors and Executive Officers

        The following  list contains the names,  ages,  positions and lengths of
service of all directors and executive officers of the Company.

        Name                Position                     Years of Service  Age
        ----                --------                     ----------------  ---
                                                         Director  Officer
                                                         --------  -------
Bassett S. Winmill          Chairman of the Board            22     22      69

Robert D. Anderson          Vice Chairman of the Board       22     22      69

Mark C. Winmill             Co-President,                    10     12      41
                            Chief Financial Officer,
                            Director

Thomas B. Winmill, Esq.     Co-President,                    10     11      39
                            General Counsel, Director

Edward G. Webb, Jr.         Director                         13*    11**    59

Charles A. Carroll          Director                          7        -    68

Mark C. Jones               Director                          1        -    63

Steven A. Landis            Senior Vice President            -        4     43

James R. Mitchell, II       Senior Vice President            -        5     37

Joseph Leung                Treasurer,                       -        4     33
                            Chief Accounting Officer

Deborah Ann Sullivan, Esq.  Vice President Secretary,
                            Associate General Counsel        -        2     29

*   1985 to 1990 and 1992 to present.

** 1979 to 1990

                                                                             30
<PAGE>



        Set forth  below is a  description  of the  business  experience  of the
directors and executive officers of the Company during the past five years.

     BASSETT  S.  WINMILL  -  Chairman  of the  Board of  Directors.  He is also
Chairman of certain investment companies managed by Company subsidiaries.  He is
a member of the New York  Society of  Security  Analysts,  the  Association  for
Investment  Management and Research,  and the International Society of Financial
Analysts.  He is the father of Mark C.  Winmill  and Thomas B.  Winmill  and the
brother-in-law of Mark C. Jones.

     ROBERT D. ANDERSON - Vice  Chairman of the Board of  Directors.  He is also
Vice Chairman of certain  investment  companies managed by Company  subsidiaries
and of the subsidiaries of the Company.

     MARK C. WINMILL - Co-President, Chief Financial Officer and Director. He is
also  President  of  Bull  &  Bear  Securities,  Inc.  and  Co-President  of the
investment  companies  managed by  Company  subsidiaries  and of  certain  other
subsidiaries  of the Company.  He is a son of Bassett S.  Winmill,  a brother of
Thomas B. Winmill and a nephew of Mark C. Jones.

     THOMAS B. WINMILL, ESQ. - Co-President, General Counsel and Director. He is
also President of Bull & Bear Advisers,  Inc. and Co-President of the investment
companies managed by Company  subsidiaries and of certain other  subsidiaries of
the Company. He is a member of the New York State Bar. He is a son of Bassett S.
Winmill, a brother of Mark C. Winmill and a nephew of Mark C. Jones.

     EDWARD G. WEBB, JR. - Director.  He has been President of Webb  Associates,
Ltd.  since  1996.  From  1990 to  1996,  he was  Investment  Director  for Home
Insurance  Company.  Prior to that,  he served as a Senior  Vice  President  and
Director of the Company.

     CHARLES  A.  CARROLL  -  Director.  From 1989 to the  present,  he has been
affiliated  with Kalin  Associates,  Inc.,  a member  firm of the New York Stock
Exchange.

     MARK C. JONES - Director. Since 1993, he has served as Managing Director of
Western  Javelin LC, a general  consulting  firm.  He is the  brother-in-law  of
Bassett S. Winmill and uncle of Thomas B. Winmill and Mark C. Winmill.

     STEVEN A. LANDIS - Senior Vice President.  He is also Senior Vice President
of the investment companies managed by Company  subsidiaries.  From 1993 to 1995
he was  Associate  Director  of  Proprietary  Trading at  Barclays De Zoete Wedd
Securities,  Inc.,  from  1992 to 1993 he was  Director,  Bond  Arbitrage  at WG
Trading  Company,  and from 1989 to 1992 he was Vice President of Wilkinson Boyd
Capital Markets.

     JAMES R.  MITCHELL,  II - Senior  Vice  President.  He is also  Senior Vice
President of BBSI. From 1992 to 1994 he was Vice President of BBSI.

     JOSEPH LEUNG,  CPA - Treasurer  and Chief  Accounting  Officer.  He is also
Treasurer and Chief Accounting  Officer of the investment  companies  managed by
Company subsidiaries. From 1992 to 1995 he held various positions with Coopers &
Lybrand  L.L.P.,  a  public  accounting  firm.  From  1991  to  1992  he was the
accounting supervisor at Retirement Systems Group, a mutual fund company.

     DEBORAH  ANN  SULLIVAN,  ESQ. - Vice  President,  Secretary  and  Associate
General  Counsel.  She is also Vice President,  Secretary and Associate  General
Counsel of the investment companies managed by Company  subsidiaries.  From 1993
to 1994 she was a Blue Sky Paralegal for SunAmerica Asset Management Corporation
and  from  1992  through  1993  she was  Compliance  Administrator  and Blue Sky
Administrator with Prudential Inc. and Prudential Fund Management, Inc. She is a
member of the New York State Bar.

                                                                             31
<PAGE>



        Each director is elected by the vote or written consent of the holder of
a majority of the Class B Common  Stock and holds  office until the next meeting
of the Class B common  stockholder  and  until  his  successor  is  elected  and
qualified, or until his earlier death, resignation or removal.

        Based solely on the information  from Forms 3, 4, and 5 furnished to it,
the Company  believes that the directors,  officers,  and owners of more than 10
percent of the Class A Common  Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities  Exchange Act of 1934 during
the most recent fiscal year or prior fiscal years except as follows:  Bassett S.
Winmill  with  respect  to  transactions  in April 1997 filed a Form 4 on May 5,
1997, and amendments  thereto on May 16, 1997 and March 24, 1998, and an amended
Form 5 on March 24, 1998.


Item 11.       Executive Compensation

        The following  information and tables set forth the information required
under the Securities and Exchange Commission's executive compensation rules. Any
information  not presented is omitted  because the item is not applicable or not
required since the Company qualifies as a small business issuer.

Summary Compensation Table
        The following  table sets forth,  for the three years ended December 31,
1998,  the  compensation  paid to the  chief  executive  officers  and the other
executive  officers  whose total annual  salary and bonus  exceeded  $100,000 in
1998.
<TABLE>
<CAPTION>
                                                     SUMMARY COMPENSATION TABLE

                                             Annual Compensation                              All Other
     Name And                              Salary          Bonus        Other Annual         Compensation   
Principal Position            Year          ($)             ($)         Compensation*      (a)         (b)
------------------            ----       ---------        ---------     ------------       ---         ---
<S>                           <C>        <C>              <C>                            <C>         <C>   
Bassett S. Winmill            1998       $175,000         $10,937           --           $5,355      $4,999
    Chairman                  1997       $170,000         $17,708           --           $5,166      $4,750
                              1996       $170,000         $28,333           --           $5,166      $4,750
Robert D. Anderson            1998       $ 90,000         $ 5,625           --           $2,142      $3,347
    Vice Chairman             1997       $ 90,000         $ 9,375           --           $2,142      $2,925
                              1996       $ 90,000         $15,000           --           $2,142      $3,211
Mark C. Winmill               1998       $140,000         $28,750           --           $  326      $5,000
    Co-President              1997       $122,500         $13,021           --           $  269      $3,941
                              1996       $110,000         $18,115           --           $  152      $3,997
Thomas B. Winmill             1998       $140,000         $28,750           --           $  211      $4,478
    Co-President              1997       $122,500         $13,021           --           $  177      $4,272
                              1996       $110,000         $18,115           --           $  152      $4,066
Steven A. Landis              1998       $128,625         $12,764           --           $  296      $3,420
    Senior Vice President     1997       $120,667         $ 7,542           --           $  267      $2,564
                              1996       $112,000         $18,667           --           $  141      $1,750
<FN>

 *      Information omitted as perquisites do not exceed the lesser of $50,000 or 10% of the total annual salary
        and bonus for the year for the named executive officers.

(a)     Represents term life insurance
(b) Represents Company's matching contributions to 401(k) Plan.
</FN>
</TABLE>

                                                                             32
<PAGE>



Option Grants Table
        There were no options granted to any of the executive  officers named in
the Summary Compensation Table during the year ended December 31, 1998.

Aggregated Option Exercises and Fiscal Year-End Option Value Table
        The following  table sets forth,  for the year ended  December 31, 1998,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.

                                               Number of
                                              Securities              Value of
                                              Underlying            Unexercised
                     Number of                Unexercised          In-The-Money
                      Shares                   Options at            Options at
                     Acquired     Dollar      12-31-98 (#)         12-31-98 ($)
                        On        Value        Exercisable/         Exercisable/
Name                 Exercise    Realized    Unexercisable         Unexercisable

Bassett S. Winmill    90,000     $202,125         0 / 0                 $0 / $0
Mark C. Winmill       90,000     $202,125         0 / 0                 $0 / $0
Thomas B. Winmill     90,000     $202,125         0 / 0                 $0 / $0
Robert D. Anderson       -            -      25,000 / 0            $26,250 / $0
Steven A. Landis         -            -      20,000 / 0            $22,500 / $0

Long-Term Incentive Plan Awards Table
        There were no long-term incentive plan awards made during the year ended
December 31, 1998 to the executive  officers  named in the Summary  Compensation
Table.

Compensation of Directors
        Edward G. Webb, Jr.,  Charles A. Carroll and Mark C. Jones were the only
individuals  who  received  compensation  for their  service as directors of the
Company in 1998.  They were each paid $500 per quarter as a retainer  and $2,000
per quarterly  meeting  attended plus expenses.  For the year ended December 31,
1998,  Mr. Webb was paid $7,500 for attending 3 meetings,  Mr.  Carroll was paid
$10,000  for  attending  all four  meetings  and Mr.  Jones was paid  $5,000 for
attending  2 meetings.  Mr.  Jones also  received  an option to purchase  10,000
shares of Class A Common Stock at an exercise price of $1.8125 per share.

Employment Contracts
        The Company has no employment or  termination  contracts with any of its
employees  except to the  extent of the  agreement  described  in Note 11 to the
financial statements.

1995 Long-Term Incentive Plan
        On December 6, 1995, the Board of Directors of the Company ("Board") and
the Class B voting common  stockholder  adopted the Bull & Bear Group, Inc. 1995
Long-Term  Incentive Plan ("Plan"),  under which options and stock-based  awards
(collectively, "Awards") may be made to directors, officers and employees of the
Company or its  subsidiaries.  The Plan was amended by the Board and the Class B
voting common  stockholder on February 5, 1996 and October 29, 1997. The amended
Plan is described below.

        The purpose of the Plan is to assist the Company and its subsidiaries in
attracting and retaining highly  competent  officers and directors and otherwise
on behalf of the  Company.  The Plan also  acts as an  incentive  in  motivating
selected  officers and key  employees  to achieve  long-term  objectives  of the
Company, which will inure to the benefit of all stockholders of the Company. Any
proceeds  raised by the Company under the Plan will be used for working  capital
purposes.
                                                                             33

<PAGE>

General Provisions
        Duration of the Plan;  Share  Authorization.  The Plan will terminate on
December 6, 2005, unless terminated earlier by the Board.

        Four hundred fifty thousand  (450,000)  shares of the Company's  Class A
Common Stock  ("Shares")  are available for Awards under the Plan. The Shares to
be offered under the Plan are authorized and unissued  Shares,  or issued Shares
that have been  reacquired by the Company and held in its  treasury.  Holders of
Shares do not have voting rights except as specifically provided by the Delaware
General Corporation Law.

        Shares covered by any unexercised portions of terminated options, Shares
forfeited by  Participants,  and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect  thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding  relating to an Award is paid
in whole or in part  through  the  delivery  of  Shares,  the  number  of Shares
issuable  in  connection  with  the  exercise  of the  option  may not  again be
available for the grant of Awards under the Plan.

        Plan  Administration.  The Plan is  administered  by the  Board or Stock
Option  Committee  ("Committee")  of the Board.  The Committee is composed of at
least two directors of the Company, each of whom is a "Non-Employee Director" as
defined in Rule 16b-3  promulgated by the SEC ("Rule 16b-3") under Section 16 of
the  Securities  Exchange Act of 1934,  as amended  ("Exchange  Act").  When the
Committee is  administering  the Plan, the Committee will determine the officers
and other key employees who will be eligible for and granted  Awards,  determine
the  amount  and type of  Awards,  establish  and  modify  administrative  rules
relating to the Plan,  impose such  conditions and  restrictions on Awards as it
determines  appropriate  and take  such  other  action  as may be  necessary  or
advisable for the proper  administration  of the Plan.  The Committee  may, with
respect to  Participants  who are not subject to Section 16 of the Exchange Act,
delegate such of its powers and authority under the Plan as it deems appropriate
to certain officers or employees of the Company.

        Plan  Participants.  Any  employee of the  Company or its  subsidiaries,
whether or not a director of the  Company,  may be selected by the  Committee to
receive an Award  under the Plan.  Non-Employee  Directors  shall  receive  such
Awards (other than  Incentive  Stock Options) as the Board in its discretion may
designate.

Awards Available Under the Plan
        Awards to employees under the Plan may take the form of stock options or
Restricted  Share  Awards.  Awards  under  the Plan may be  granted  alone or in
combination with other Awards.  The  consideration  for issuance of Awards under
the Plan is the continued  services of the employees and non-employee  directors
to the Company and its subsidiaries.

        Stock Options  Granted to Employees.  Stock  options  ("Incentive  Stock
Options")  meeting the  requirements of Section 422 of the Internal Revenue Code
of 1986, as amended from time to time, or any successor  thereto  ("Code"),  and
stock options that do not meet such requirements ("Non-Qualified Stock Options")
are both available for grant to employees under the Plan.

        The term of each  option will be  determined  by the  Committee,  but no
option  will be  exercisable  more than ten years  after the date of grant.  If,
however,  an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option,  owns (or is deemed to own under  Section  424(d) of the
Code)  more than 10% (a "Ten  Percent  Shareholder")  of the  Company's  Class B
common  stock,  par value $0.01 per share  ("Company  Voting  Securities"),  the
option is not exercisable more than five years after the date of grant.  Options
may also be subject to  restrictions  on exercise,  such as exercise in periodic
installments,  performance  targets and waiting  periods,  as  determined by the
Committee.


                                                                             34
<PAGE>

        The  exercise  price of each  option  is  determined  by the  Committee;
however,  the per share  exercise  price of an option  must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such  option.  If,  however,  an  Incentive  Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair  Market  Value of a Share on the date of grant of such
option.  Fair Market  Value of a Share  means,  as of any given  date,  the most
recently  reported  sale  price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national  securities  exchange
on which the Shares are then  traded or, if the Shares are not then  traded on a
national  securities  exchange,  the most  recently  reported  sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq;  provided,  however,  that,  if there were no sales  reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares  are not  admitted  to trade on a  securities  exchange  or quoted on
Nasdaq,  the Fair Market Value of a Share as of any given date is as  determined
in good faith by the Committee.  Notwithstanding the foregoing,  the Fair Market
Value of a Share will never be less than par value per share.

        Subject to whatever  installment  exercise and waiting period provisions
the  Committee  may impose,  options may be exercised in whole or in part at any
time prior to expiration of the option by giving  written  notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied  by  payment  in  full of the  purchase  price  in such  form as the
Committee may accept  (including  payment in accordance with a cashless exercise
program under which, if so instructed by the  Participant,  Shares may be issued
directly  to the  Participant's  broker or dealer upon  receipt of the  purchase
price in cash from the broker or dealer). If and to the extent determined by the
Committee in its  discretion  at or after grant,  payment in full or in part may
also be made in the form of Shares duly owned by the Participant  (and for which
the Participant has good title, free and clear of any liens and encumbrances) or
by reduction in the number of Shares  issuable upon such exercise based, in each
case,  on the  Fair  Market  Value of the  Shares  on the  date  the  option  is
exercised.  In the case of an Incentive Stock Option, however, the right to make
payment of the purchase  price in the form of Shares may be  authorized  only at
the time of grant.

        Stock options granted under the Plan are not transferable except by will
or the  laws of  descent  and  distribution  and may be  exercised,  during  the
Participant's lifetime, only by the Participant.

        Unless  the  Committee  provides  for a shorter  period of time,  upon a
Participant's  termination  of  employment  other  than by  reason  of  death or
disability,  the  Participant  may,  within  three  months from the date of such
termination  of  employment,  exercise  all or any part of his or her options as
were  exercisable  at the date of  termination of employment but only if (x) the
Participant resigns or retires and the Committee consents to such resignation or
retirement and (y) such termination of employment is not for cause. In no event,
however,  may any  option be  exercised  after the time when it would  otherwise
expire. If such termination of employment is for cause or the Committee does not
so  consent,  the  right of such  Participant  to  exercise  such  options  will
terminate at the date of termination of employment.

        Further,  unless the  Committee  provides for a shorter  period of time,
upon a Participant's  becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date,  exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event,  however,  may any  option be  exercised  after the time when it would
otherwise expire.

        Further,  unless the Committee provides for a shorter period of time, in
the event of the death of a Participant  while  employed by the Company or prior
to the expiration of the option as provided for in the event of  disability,  to
the extent all or any part of the option was exercisable as of the date of death
of the Participant,  the right of the Participant's  beneficiary to exercise the
option  will  expire  upon  the  expiration  of one  year  from  the date of the
Participant's  death (but in no event more than one year from the  Participant's
Disability Date) or on the stated  termination date of the option,  whichever is
earlier. In the event of the Participant's death, the Committee may, in its sole
discretion,  accelerate  the right to exercise all or any part of an Option that
would not otherwise be exercisable.
                                                                             35
<PAGE>

        To the extent all or any part of an option was not exercisable as of the
date of a Participant's termination of employment, such right will expire at the
date of such  termination of  employment.  Notwithstanding  the  foregoing,  the
Committee,  in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with  respect to the right to exercise  his or her options  during the period in
which the individual continues to render such services.

        Restricted   Shares.   The   Committee  may  award   restricted   Shares
("Restricted  Shares") to a  Participant.  Such a grant gives a Participant  the
right to receive  Shares  subject  to a risk of  forfeiture  based upon  certain
conditions.  The forfeiture  restrictions on the Restricted  Shares may be based
upon performance standards, length of service or other criteria as the Committee
may  determine.  Until all  restrictions  are satisfied,  lapsed or waived,  the
Company will maintain  control over the  Restricted  Shares but the  Participant
will be  entitled  to receive  dividends  on the  Restricted  Shares;  provided,
however,  that any Shares distributed as a dividend or otherwise with respect to
any Restricted  Shares as to which the restrictions  have not yet lapsed will be
subject  to  the  same  restrictions  as  such  Restricted   Shares.   When  all
restrictions have been satisfied and/or waived or have lapsed,  the Company will
deliver to the Participant or, in the case of the  Participant's  death,  his or
her beneficiary,  stock certificates for the appropriate number of Shares,  free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be  assigned or  transferred  (other than by will or the laws of descent and
distribution),  pledged  or sold  prior to lapse or  release  of the  applicable
restrictions.

        All  of  a  Participant's  Restricted  Shares  and  rights  thereto  are
forfeited to the Company unless the Participant  continues in the service of the
Company or any parent or  subsidiary  of the  Company as an  employee  until the
expiration of the forfeiture  period,  and all other applicable  restrictions of
the Restricted Shares.  Notwithstanding the foregoing, the Committee may, in its
sole  discretion,   waive  the  forfeiture   period  and  any  other  applicable
restrictions  on a  Participant's  Restricted  Share  Award,  provided  that the
Participant  must at that time have  completed  at least one year of  employment
after the date of grant.

        Awards Granted to  Non-Employee  Directors.  Non-Employee  Directors are
eligible  only to receive  NonQualified  Stock  Options and Awards of Restricted
Shares.  All such grants may be made only by the Board. The terms and conditions
applicable  to grants of such Awards to  Non-Employee  Directors  (except  where
specifically  stated herein to the contrary) are the same as those applicable to
grants of Non-Qualified Options and Restricted Shares to employees,  except that
references  to (a) the  Committee  shall be  deemed  to refer to the  Board  (b)
employees shall be deemed to refer to Non-Employee Directors and (C) termination
of employment shall be deemed to refer to termination of service.

Termination and Amendment
        The  Board  may  amend or  terminate  the Plan at any time it is  deemed
necessary or  appropriate;  provided,  however,  that no amendment  may be made,
without the  affirmative  approval of the holder of Company  Voting  Securities,
that would  require  stockholder  approval  under Rule 16b-3,  the Code or other
applicable  law  unless the Board  determines  that  compliance  with Rule 16b-3
and/or the Code is no longer desired.

        Except as provided by the Committee, in its sole discretion, at the time
of an Award or pursuant to certain antidilution provisions (as discussed below),
no Award granted under the Plan to a  Participant  may be modified  (unless such
modification does not materially decrease the value of the Award) after the date
of grant  except by  express  written  agreement  between  the  Company  and the
Participant,  provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Committee.

        The Board has the right and the power to terminate the Plan at any time.
No Award may be granted under the Plan after the  termination  of the Plan,  but
the  termination  of the  Plan  will not have any  other  effect  and any  Award
outstanding at the time of the  termination  of the Plan may be exercised  after
termination of the Plan at any time prior to the  expiration  date of such Award
to the same  extent  such  Award  would have been  exercisable  had the Plan not
terminated.

                                                                             36
<PAGE>

Antidilution Provisions
        Recapitalization.  The number and kind of shares  subject to outstanding
Awards,  the purchase price or exercise price of such Awards, and the number and
kind of shares available for Awards subsequently  granted under the Plan will be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the Awards granted under the
Plan.  The Committee  has the power and sole  discretion to determine the nature
and amount of the adjustment to be made in each case.  However, in no event will
any adjustment be made in accordance with the Plan's antidilution  provisions to
any previous  grant of Restricted  Shares if an  adjustment  has been or will be
made to the Shares  awarded to a  Participant  in such  person's  capacity  as a
stockholder.

        Sale  or   Reorganization.   After   any   reorganization,   merger   or
consolidation  in which the Company is the surviving  entity,  each  Participant
will,  at no  additional  cost,  be  entitled  upon  the  exercise  of an  Award
outstanding  prior to such event,  and in connection  with the payout after such
event of any Award outstanding at the time of such event, to receive (subject to
any required action by stockholders), in lieu of the number of Shares receivable
or exercisable  pursuant to such option, the number and class of shares of stock
or other securities to which such Participant  would have been entitled pursuant
to the terms of the  reorganization,  merger or consolidation if, at the time of
such  reorganization,  merger or  consolidation,  such  Participant had been the
holder of record of a number of Shares equal to the number of Shares  receivable
or  exercisable  pursuant to such Award.  Comparable  rights will accrue to each
Participant   in  the   event  of   successive   reorganizations,   mergers   or
consolidations of the character described above.

        Options   to   Purchase   Stock  of   Acquired   Companies.   After  any
reorganization,  merger or  consolidation  in which the  Company is a  surviving
entity, the Committee may grant substituted  options under the provisions of the
Plan, pursuant to Section 424 of the Code, replacing old options granted under a
plan of another party to the reorganization, merger or consolidation whose stock
subject to the old  options  may no longer be issued  following  such  merger or
consolidation.  The  foregoing  adjustments  and  manner of  application  of the
foregoing provisions will be determined by the Committee in its sole discretion.
Any such  adjustments may provide for the  elimination of any fractional  Shares
that might otherwise become subject to any options.

Loans
        The Company is entitled,  if the Committee in its sole discretion  deems
it necessary or desirable,  to lend money to a  Participant  for purposes of (a)
exercising  his or her rights under an Award  hereunder or (b) paying any income
tax  liability  related  to  an  Award;  provided,  however,  that  Non-Employee
Directors are not eligible to receive such loans and provided, further, that the
portion of the per share  exercise price of an option equal to the par value per
Share  may  not be paid by  means  of a  promissory  note.  Such a loan  must be
evidenced  by a recourse  promissory  note  payable to the order of the  Company
executed by the  Participant  and containing  such other terms and conditions as
the  Committee  may deem  desirable.  The  interest  rate on such  loans must be
sufficient to avoid imputed interest under the Code.


                                                                             37
<PAGE>

Item 12.       Security Ownership of Certain Beneficial Owners and Management.

        (a) Bassett S. Winmill,  Chairman of the Board of Directors, owns all of
the issued and outstanding  shares of the Company's Class B Common Stock,  which
represents 100% of the Company's voting securities.

        (b) The following table sets forth, as of December 31, 1998, information
relating  to  beneficial  ownership  by  individual  directors  of the  Company,
executive officers named in the Summary  Compensation Table and by directors and
executive  officers  of the  Company  as a group,  of the  currently  issued and
outstanding Class A Common Stock of the Company.

                                      Amount and Nature of              Percent
Name of Beneficial Owner           Beneficial Ownership (5)            of Class
------------------------           ------------------------            --------
Bassett S. Winmill                      297,604                         18.2%
Robert D. Anderson                      123,414 (1)                      7.4%
Thomas B. Winmill                       174,770 (2)                     10.7%
Mark C. Winmill                         120,800                          7.4%
Edward G. Webb, Jr.                      21,684 (3)                     1.3%
Charles A. Carroll                       25,000                         1.5%
Steven A. Landis                         20,000 (4)                     1.2%
All directors and executive 
  officers as a group (11 persons)      804,272                         46.9%

        (1)    Includes   options  exercisabl   to  purchase  25,000  shares  at
               December 31, 1998.

        (2)    Includes  40,900 and 10,000  shares  held by Thomas B.  Winmill's
               wife and  sons,  respectively  of which he  disclaims  beneficial
               ownership.

        (3) Includes options exercisable to purchase 15,000 shares.

        (4) Includes options exercisable to purchase 20,000 shares.

        (5)    The nature of the beneficial ownership for all the Class A Common
               Stock is investment power.


Item 13.       Certain Relationships and Related Transactions

        The following sets forth the reportable items regarding  indebtedness of
management  in excess of  $60,000.  In  connection  with the  exercise  of stock
options and related tax  expense,  the Company  received  notes with an interest
rate of 4.47% per annum payable on December 15, 2003.

                                              Largest               Amount
                                             Amount of           Outstanding at
Name and Relationship                      Indebtedness        December 31, 1998
Bassett S. Winmill, Chairman                 $285,113             $285,113
Mark C. Winmill, Co-President                $201,225             $201,225
Thomas B. Winmill, Co-President              $201,225             $201,225


                                                                             38
<PAGE>



                                     PART IV

Item 14.  Exhibits, Consolidated Financial Statements and Schedules, 
            and Reports on Form 8-K  

    (a)             (1)      Financial Statements
                             See Item 8 for a list of the  financial  statements
filed as part of this report.

                    (2)      Financial Statement Schedules by Regulation S-X are
                             not required under the related  instructions or are
                             inapplicable, and therefore have been omitted.

                    (3)      Exhibits
                                 (2)     Not applicable

                                 (3)     Certificate of Incorporation as amended
                                         October 24, 1989 as filed as an exhibit
                                         to  Form   10-K  for  the  year   ended
                                         December  31,  1992  and   incorporated
                                         herein by reference and By-Laws amended
                                         as of  October  1,  1993 as filed as an
                                         exhibit to Form 10-K for the year ended
                                         December  31,  1993  and   incorporated
                                         herein by reference.

                                 (4)     Instruments   defining  the  rights  of
                                         security holders,  including indentures
                                         (see  Article  Four of  Certificate  of
                                         Incorporation).

                                 (9)     Not applicable.

                                 (10)          Material Contracts
                                         (a)    Investment            Management
                                                Agreements,         Distribution
                                                Agreements,       Plans       of
                                                Distribution ("12b-1 Plans") and
                                                Shareholder       Administration
                                                Agreements between  subsidiaries
                                                of the Company and the Funds and
                                                Non-Exclusive License Agreements
                                                between   the  Company  and  the
                                                Funds:
<TABLE>
<CAPTION>
                                                                                        Shareholder  Non-Exclusive
                                                  Management    Distribution  12b-1   Administration   License
            Fund                                   Agreement      Agreement    Plan     Agreement     Agreement
            ----                                  ----------    ------------  ------  -------------- -------------
<S>                                                     <C>         <C>         <C>         <C>         <C>
(I)     Bull & Bear Dollar Reserves                     (1)         (1)         (1)         (2)         (5)
(ii)    Bull & Bear Gold Investors Ltd.                 (1)         (1)         (1)         (2)         (5)
(iii)   Global Income Fund, Inc.                        (4)         --          --          --          (5)
(iv)    Bull & Bear U.S. and Overseas Fund              (1)         (1)         (1)         (2)         (5)
(v)     Bull & Bear Special Equities Fund, Inc.         (1)         (1)         (1)         (2)         (5)
(vi)    Tuxis Corporation                               (4)         --          --          --          (5)
(vii)   Bull & Bear U.S. Government Securities
             Fund, Inc.                                 (4)         --          --          --          (5)
(viii)  Midas Fund, Inc.                                (3)         (3)         (3)         (3)         (5)
(ix)    Rockwood Fund, Inc.                             (4)         (4)         (4)         (4)         (5)
<FN>
                    (1)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1993 and incorporated herein by reference.

                    (2)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1994 and incorporated herein by reference.

                    (3)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1995 and incorporated herein by reference.

                    (4)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1996 and incorporated herein by reference.

                    (5)  Filed as  exhibits  to Form  10-K  for the  year  ended
                         December 31, 1997 and incorporated herein by reference.
</FN>
</TABLE>

                                                                              39
<PAGE>




                    (b)  Bull & Bear Group, Inc. 1995 Long-Term  Incentive Plan,
                         as adopted  December  6, 1995 and  amended  February 6,
                         1996, filed as exhibit to Form 10- K for the year ended
                         December 31, 1995 and incorporated herein by reference.

                    (C)  Section 422A  Incentive  Stock Option Plan,  as adopted
                         December 5, 1990, filed as exhibit to Form 10-K for the
                         year ended December 31, 1990 and incorporated herein by
                         reference.

                    (d)  Investment  Management  Transfer Agreements between the
                         investment  management  subsidiaries of the Company and
                         filed  as  exhibit  to Form  10-K  for the  year  ended
                         December 31, 1992 and incorporated herein by reference.

                    (e)  Bull & Bear  Investment  Plan,  filed as an  exhibit to
                         Form  10-K for the year  ended  December  31,  1993 and
                         incorporated herein by reference.

                    (f)  Death Benefit  Agreement  dated July 22, 1994 and filed
                         as exhibit  to Form 10- K for the year  ended  December
                         31, 1994 and incorporated herein by reference.

                    (g)  Bull  &  Bear  Group,   Inc.   Incentive  Stock  Option
                         Agreement for  Employees-Bassett S. Winmill filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1995 and incorporated herein by reference.

                    (h)  Bull  &  Bear  Group,   Inc.   Incentive  Stock  Option
                         Agreement for  Employees-Robert D. Anderson filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1995 and incorporated herein by reference.

                    (I)  Bull  &  Bear  Group,   Inc.   Incentive  Stock  Option
                         Agreement  for  Employees-Mark  C. Winmill  filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1995 and incorporated herein by reference.

                    (j)  Bull  &  Bear  Group,   Inc.   Incentive  Stock  Option
                         Agreement for  Employees-Thomas  B. Winmill filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1995 and incorporated herein by reference.

                    (k)  Bull  &  Bear  Group,   Inc.   Incentive  Stock  Option
                         Agreement  for  Employees-Steven  A. Landis filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1995 and incorporated herein by reference.

                    (l)  Bull & Bear Group, Inc. Stock Option Agreement - Edward
                         G. Webb,  Jr.  filed as an exhibit to Form 10-K for the
                         year ended December 31, 1995 and incorporated herein by
                         reference.

                    (m)  Bull  & Bear  Group,  Inc.  Stock  Option  Agreement  -
                         Charles A. Carroll filed as an exhibit to Form 10-K for
                         the year  ended  December  31,  1995  and  incorporated
                         herein by reference.

                                                                             40
<PAGE>



                    (n)  Bull & Bear Group, Inc. 1995 Long-Term  Incentive Plan,
                         (as Amended and Restated as of October 29, 1997), filed
                         as exhibit to Form 10-K for the year ended December 31,
                         1997 and incorporated herein by reference.

                    (o)  Option  Certificate  for Bassett S. Winmill filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (p)  Option  Certificate for Edward G. Webb, Jr. filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (q)  Option  Certificate  for Charles A. Carroll filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (r)  Option  Certificate  for Thomas B. Winmill  filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (s)  Option  Certificate  for  Mark C.  Winmill  filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (t)  Option  Certificate  for Robert D. Anderson filed as an
                         exhibit  to Form 10-K for the year ended  December  31,
                         1997 and incorporated herein by reference.

                    (u)  Purchase  Agreement,  dated as of December 17, 1998, by
                         and  among  the Bull & Bear  Group,  Inc.,  Bull & Bear
                         Securities,  Inc. and RBC Holdings (USA) Inc., with all
                         exhibits  thereto  filed as an  exhibit  to Form 8-K on
                         December 18, 1998 and incorporated herein by reference.

              (11)      Statement Regarding Computation of Per Share Earnings
              (12)      Not applicable.
              (13)      Not applicable.
              (16)      Not applicable.
              (18)      Not applicable.
              (21)      Wholly-Owned Subsidiaries of the Company
              (22)      Not applicable.
              (23)      Not applicable.
              (24)      Not applicable.
              (27)      Not applicable.
              (28)      Not applicable.
              (99)      Not applicable.

    (b)     Reports on Form 8-K. A report on Form 8-K was filed on December  18,
            1998 during the last quarter of the period covered by this report.

                                                                              41
<PAGE>




                                   SIGNATURES



        Pursuant to the  requirements  of Section 13 of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                               BULL & BEAR GROUP, INC.


March 30, 1999           By:     /s/ Joseph Leung                            
                               Joseph Leung
                               Treasurer, Chief Accounting Officer

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Company and in
the capacities and on the dates indicated.



March 30, 1999            By:     /s/ Bassett S. Winmill                        
                                  ----------------------------------------------
                                Bassett S. Winmill,
                                Chairman of the Board, Director


March 30, 1999            By:     /s/ Robert D. Anderson                        
                                  ----------------------------------------------
                                Robert D. Anderson,
                                Vice Chairman, Director


March 30, 1999            By:     /s/ Mark C. Winmill                           
                                  ----------------------------------------------
                                Mark C. Winmill,
                                Co-President, Chief Financial Officer, Director


March 30, 1999            By:     /s/ Thomas B. Winmill                         
                                  ----------------------------------------------
                                Thomas B. Winmill, Esq.
                                Co-President, General Counsel, Director


March 30, 1999            By:     /s/ Edward G. Webb, Jr.                       
                                  ----------------------------------------------
                                Edward G. Webb, Jr.
                                Director


March 30, 1999            By:     /s/ Charles A. Carroll                        
                                  ----------------------------------------------
                                Charles A. Carroll,
                                Director


March 30, 1999            By:     /s/ Mark C. Jones                             
                                  ----------------------------------------------
                                Mark C. Jones,
                                Director

                                                                             42
<PAGE>

                                INDEX TO EXHIBITS



(3)    Exhibits

          (11)      Statement Regarding Computation of Per Share Earnings

          (21)      Wholly-Owned Subsidiaries of the Company


                                                                             43
<PAGE>

<TABLE>
<CAPTION>
       Exhibit 11 - Statement Regarding Computation of Per Share Earnings



                                                       1998                             1997                         1996         
                                           --------------------------------   -------------------------   --------------------------
                                                 Basic         Diluted          Basic         Diluted         Basic         Diluted
<S>                                             <C>            <C>            <C>            <C>            <C>            <C>      

Weighted average common
    shares outstanding                          1,391,940      1,391,940      1,370,017      1,370,017      1,369,555      1,369,555

Weighted average common shares
    issuable upon exercise of
    stock options under the
    treasury stock method                            --           61,532           --           98,235           --             --

Weighted average common
    shares issuable upon
    exercise of warrants under
    the treasury stock method                        --             --             --             --             --             --

Weighted average common
    shares and common share
    equivalents utilized for
    earnings per share
    computation                                 1,391,940      1,453,472      1,370,017      1,468,252      1,369,555      1,369,555

</TABLE>

                                                                             44
<PAGE>
              Exhibit 21 - Wholly-Owned Subsidiaries of the Company



Bull & Bear Advisers, Inc.,
    a Delaware corporation


Bull & Bear Securities, Inc.,
    a Delaware corporation


Hanover Direct Advertising Company, Inc.,
    a Delaware corporation


Investor Service Center, Inc.,
    a Delaware corporation


Lion Exploration, Inc.,
    a Delaware corporation


Midas Management Corporation
    a Delaware corporation


Performance Properties, Inc.,
    a Delaware corporation


Rockwood Advisers, Inc.
    a Delaware Corporation

                                                                             45